Dear Members,
Your Board of Directors have pleasure in presenting the 28th Annual
Report on the Business and Operations of the Company, together with the Audited Standalone
and Consolidated Financial Statements for the Financial Year ended 31 March, 2026.
STATE OF COMPANY?S AFFAIRS
India Shelter Finance Corporation Limited is registered as a Housing
Finance Company with National Housing Bank and is a technology-driven, retail-focussed
provider of affordable housing finance solutions. The Company offers home loans and loans
against property designed for low and middle-income individuals, particularly in Tier II
and Tier III cities across India. Rooted in trust and innovation, the Company continues to
enable individuals in their journey towards homeownership.
The Company is classified as a Middle Layer NBFC pursuant to the
Reserve Bank of India (Non-Banking Financial Companies
– Registration, Exemptions and Framework for Scale Based
Regulation) Directions, 2025.
During the Financial Year, the Company achieved a key milestone in its
growth journey by surpassing `10,000 Crore in Gross Assets Under Management. This
achievement reflects the sustained growth and reinforces the Company?s commitment to
provide accessible and affordable housing finance. Through our continued efforts, the
Company has empowered more than 1.5 Lacs households across India to fulfill their dream of
home ownership. The Company is also registered as a Corporate Agent
("Composite") with Insurance Regulatory and Development Authority of India
("IRDAI"). Further, the Company is also listed with the National Stock Exchange
of India Limited ("NSE") and BSE Limited ("BSE"). The Company
possesses ISO 27001:2022 certification.
FINANCIAL SUMMARY
During the Financial Year 2025-26, the Company demonstrated consistent
growth and sustained profitability. The key highlights of the Audited Financial Statements
for Financial Year 2025-26 along with comparison figures with the previous Financial Year
2024-25 are summarised below:
|
|
|
|
(Amount in Rs. Lacs) |
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Total Income |
1,53,018.68 |
1,17,479.86 |
1,52,857.74 |
1,17,592.95 |
| Less: Total Expenses |
87,519.15 |
68,671.22 |
87,529.11 |
68,674.03 |
| Profit/(Loss)before tax |
65,499.53 |
48,808.64 |
65,328.63 |
48,918.92 |
| Less: Current tax |
14,529.68 |
11,461.76 |
14,549.49 |
11,488.86 |
| Less: Deferred Tax |
463.42 |
(357.80) |
464.46 |
(357.28) |
| Profit after tax |
50,506.43 |
37,704.68 |
50,314.68 |
37,787.34 |
| Earnings per Share (Face Value `5) |
|
|
|
|
| Basic |
46.63 |
35.10 |
46.46 |
35.18 |
| Diluted |
45.13 |
33.86 |
44.96 |
33.93 |
DIVIDEND
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations") and applicable RBI Regulations, the Company has formulated a
Dividend Distribution Policy which is available on the website of the Company at
https://www.indiashelter.in/investor-relations.
The Board of Directors ("Board") recommended that a portion
of the surplus be distributed as a dividend to shareholders for Financial Year 2025-26.
The Board has recommended a final dividend of `10/- per equity share, which is equivalent
to 200% of the face value of the equity shares, subject to the approval of the
shareholders at its ensuing Annual General Meeting. The Dividend Payout Ratio for
Financial Year 2025-26 is 22%. The dividend declared is in accordance with the applicable
regulations and Dividend Distribution Policy adopted by the Company. No interim dividend
was declared during the Financial Year 2025-26. In terms of the provisions of the Income
Tax Act, 2025, dividend income is taxable in the hands of members and will be subject to
applicable tax deduction.
RESERVES
Pursuant to Section 29C of the National Housing Bank Act, 1987, every
Housing Finance Company is required to transfer at least 20% of its net profit every year
to Statutory Reserve Account before any dividend is declared. Accordingly, the Company has
transferred an amount of `101.01 Crore towards Special Reserve (including `75 Crore
(Previous year `56 Crore) under section 36(1)(viii) of Income Tax Act 1961). The balance
in the reserve after proposed transfer stands at `326.72 Crore as on 31 March, 2026.
Further, the Company has initiated the practice of transferring a
percentage of its profits each year to the General Reserve to address any contingent
business requirements, in compliance with the applicable provisions of the Companies Act
("the Act"), as approved by the Board.
During the Financial Year, an amount of `212 Crore (Rupees Two Hundred
Twelve Crore only), has been transferred to the General Reserve.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
No material changes and commitments have occurred between the end of
the Financial Year 2025-26 and the date of this report that may affect the financial
position of the Company except as disclosed elsewhere in this report.
CHANGE IN NATURE OF BUSINESS
During the Financial Year 2025-26, there was no change in the nature of
business of the Company.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY,
ASSOCIATE OR JOINT VENTURE COMPANIES OR HOLDING COMPANY
Holding Company
During the Financial Year 2025-26, no entity acquired the status of
Holding Company of the Company.
Subsidiary Company
India Shelter Capital Finance Limited ("ISCFL"), wholly owned
subsidiary of the Company ceased to be the subsidiary of the Company w.e.f. 16 December,
2025 and had initiated the voluntary liquidation under Section 59 of the Insolvency and
Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017. Accordingly the control of subsidiary has been
transferred to official liquidator. Further, as on date of this Director?s report,
the status of the Subsidiary Company is "under the process of voluntary
liquidation". During the Financial Year 2025-26, no other entity acquired the status
of Subsidiary Company of the Company.
The Board of Directors at its meeting held on 04 November, 2025,
approved initiation of voluntary liquidation of the Subsidiary Company, ISCFL under the
applicable provisions of the Act and the Insolvency and Bankruptcy Code, 2016, subject to
necessary approvals.
Subsequently, the Board of Directors and the shareholders of the
Subsidiary Company at their meeting held on 16 December, 2025, approved voluntary
liquidation.
In accordance with regulatory requirements, necessary filings have been
made with the Insolvency and Bankruptcy Board of India (IBBI).
During the Financial Year 2025-26, the liquidator has completed the
process of realisation of assets and liabilities of Subsidiary Company and distributed the
net proceeds of realisation to the Company. The same was not a material subsidiary of the
Company and liquidation has not affected any business and financials of the Company.
A statement containing salient features of the financial statements of
the subsidiary, pursuant to first proviso to sub – section (3) of Section 129 of the
Act read with rule 5 of Companies (Accounts) Rules, 2014, in Form AOC – 1, forms part
of this Report as Annexure 1.
Associate or Joint Venture Companies
During the Financial Year 2025-26, the Company did not have any Joint
Ventures/Associate Companies.
Alteration in Memorandum of Association and Articles of Association
During the Financial Year 2025-26, there were no changes in the
Memorandum of Association ("MOA") and Article of Association ("AOA")
of the Company.
CHANGE IN SHARE CAPITAL Authorised Capital
The Authorised Share Capital of the Company as on 31 March, 2026, stood
at `81,00,00,000/- comprising of 16,20,00,000 Equity shares of `5/- each.
Issued, Subscribed and Paid-up Capital
The Paid-up capital of the Company as on the 31 March, 2026, stood at
`54,37,92,245/- comprising of 10,87,58,449 equity shares of `5/- each.
During the Financial Year 2025-26, following options were exercised
under the ESOP Schemes of the Company:
| Allotment Date |
ESOP 2021 |
ESOP 2023 |
Total |
| 18 April, 2025 |
13,082 |
17,400 |
30,482 |
| 14 May, 2025 |
4,700 |
3,950 |
8,650 |
| 08 July, 2025 |
50,768 |
22,300 |
73,068 |
| 11 August, 2025 |
64,200 |
85,250 |
1,49,450 |
| 29 August, 2025 |
7,432 |
61,730 |
69,162 |
| 22 September, 2025 |
61,464 |
69,259 |
1,30,723 |
| 15 October, 2025 |
24,640 |
25,950 |
50,590 |
| 13 November, 2025 |
99,645 |
13,123 |
1,12,768 |
| 02 December, 2025 |
70,881 |
5,955 |
76,836 |
| 23 December, 2025 |
14,120 |
9,410 |
23,530 |
| 08 January, 2026 |
13,120 |
10,745 |
23,865 |
| 07 February, 2026 |
4,108 |
3,460 |
7,568 |
| 24 February, 2026 |
38,970 |
24,800 |
63,770 |
| 13 March, 2026 |
33,700 |
9,000 |
42,700 |
During the year under review, the Company has not raised funds by way
of public issue, rights issue or preferential issue and hence, the disclosure under
Regulation 32(4) of SEBI Listing Regulations is not applicable.
EMPLOYEE STOCK OPTION SCHEMES ESOP 2021
The Company has adopted the Employee Stock Option Plan, 2021 (ESOP
2021), which was approved by the Board of Directors at their meeting held on 12 May, 2021
and by the Shareholders of the Company by way of a special resolution at their Extra
Ordinary General Meeting held on 26 July, 2021 and subsequent modifications thereto.
ESOP 2023
The Company has adopted the Employee Stock Option Plan, 2023 (ESOP
2023), which was approved by the Board of Directors at their meeting held on 12 July, 2023
and by the Shareholders of the Company by way of a special resolution at their Extra
Ordinary General Meeting held on 18 July, 2023 and subsequent modifications thereto.
ESOP 2025
During the Financial Year 2025-26, the Company has adopted the Employee
Stock Option Plan, 2025 (ESOP 2025), which was approved by the Board of Directors at their
meeting held on 09 May, 2025 and by the Shareholders of the Company by way of a special
resolution at their Annual General Meeting held on 28 July, 2025 authorising to grant up
to 26,60,000 [Twenty Six Lacs Sixty
Thousand Only] Employee Stock Options to the Employees, in one or more
tranches.
Grants
During the Financial Year 2025-26, following options were granted under
the ESOP Schemes of the Company:
| Scheme |
Number of options granted |
| ESOP 2021 |
42,000 |
| ESOP 2023 |
1,74,000 |
| ESOP 2025 |
19,35,886 |
The Nomination and Remuneration Committee administers and monitors the
ESOP Schemes in accordance with the provisions of the Act, SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ["SEBI (SBEB and Sweat Equity)
Regulations, 2021"] and SEBI Listing Regulations.
It is confirmed that all the Employee Stock Option Schemes ("ESOP
Schemes") of the Company are in compliance with the provisions of SEBI (SBEB and
Sweat Equity) Regulations, 2021 as amended from time to time.
The Secretarial Auditor of the Company has issued a Certificate,
confirming that the ESOP Schemes have been implemented in accordance with the aforesaid
Regulations, as amended from time to time. The said certificate is available for
inspection by the Members of the Company.
The disclosures with respect to ESOP Schemes, in terms of Regulation 14
of SEBI (SBEB and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 are available on the website of the Company at
https:// www.indiashelter.in/investor-relations
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS TO WHOLLY OWNED
SUBSIDIARY
The Company had made investment of `12 Crore in the equity share
capital of the Subsidiary Company incorporated on 24 March, 2022.
The Board of Directors of the Company in their meeting held on 04
November, 2025, have accorded their consent to initiate the voluntary liquidation process
of the Subsidiary Company.
Further, the Board of Directors and the shareholders of the Subsidiary
Company in their meeting held on 16 December, 2025, have approved its voluntary
liquidation. Accordingly, ISCFL initiated the process of voluntary liquidation and control
of the subsidiary has been transferred to official liquidator w.e.f 16 December, 2025.
During the Financial Year 2025-26, the liquidator has completed the
process of realisation of assets and liabilities of ISCFL and distributed the net proceeds
of realisation to the Company. ISCFL was not a material subsidiary of the Company and
liquidation has not affected any business and financials of the Company.
The consolidated financial results of the Company include results for
the subsidiary for the period 01 April, 2025 to 15 December, 2025(being the date of
transfer of control).
For details refer to Note no. 41 in relation to related party
transactions disclosed as per notes to the Standalone Financial Statements.
NET WORTH
As of 31 March, 2026, the net worth of the Company stood at
`3,198 Crore as compared to `2,709 Crore on 31 March, 2025, registering
an increase of 18.05%.
PERFORMANCE OF THE COMPANY Disbursement
During the Financial Year 2025-26, the Company disbursed
`3,834 Crore as compared to `3,355 Crore in the previous Financial Year
registering an annual growth of 14.3%.
Gross Assets Under Management (AUM)
The Gross AUM of the Company stood at `11,044 Crore as at 31
March, 2026, as against `8,535 Crore in the previous Financial
Year, with an annual growth of 29.4%. As of 31 March, 2026, the average
ticket size of loan disbursed was `10 Lacs. 99% of the borrowers during Financial Year
2025-26 are women, while loans extended to EWS/LIG borrowers accounted for 70% of the AUM.
RESOURCE MOBILISATION
The Company?s overall borrowing programme is guided by its
Board-approved Borrowing and Investment Policy, which is designed to effectively cater to
its funding requirements.
The Company has established a well-diversified base of lenders and
investors, including the National Housing Bank, public sector banks, private sector banks
and other domestic as well as international financial institutions. As at 31 March, 2026,
the Company?s sources of funding were primarily in the form of Long-Term Loans from
Banks and Financial Institutions (42%), followed by Securitisation & Direct assignment
(26%), NHB Refinance (15%), SIDBI Refinance (6%), Co-lending (6%), External Commercial
Borrowings (ECB) (3%), Debt capital market (2%). The Company has active relationship with
more than 30 lenders and during the Financial Year 2025-26 has raised `4,263 Crore through
various modes. The Weighted Average Borrowing Cost as at 31 March, 2026, was 8.2%
(including Securitisation/Assignment/Co-lending) as against 8.7% as at the end of
Financial Year 31 March, 2025. Pursuant to Special Resolution approved by the members on
28 July, 2025, under Section 180 (1) (c) of the Act, the Board of Directors is authorised
to borrow money, from time to time, upon such terms and conditions as the Board may think
fit, in excess of the aggregate of paid up share capital and free reserves of the Company,
up to an overall limit of `1,20,00,00,00,000 (Rupees Twelve Thousand Crore only). The
total borrowings of the Company shall remain within the limits as prescribed by RBI. The
Company actively manages its cash flows through prudent Asset-Liability Management
practices and undertakes various measures, including diversification of funding sources,
optimisation of borrowing tenures and prudent borrowing timing to maintain its cost of
funds at an optimal level.
The Company has a comfortable liquidity position as at 31 March,
2026, with `641 Crore of liquid assets (excluding lien-marked balances of `59 Crore) and
`1,387 Crore of undrawn sanctioned facilities in hand. The Liquidity Coverage Ratio
(‘LCR?) (as per applicable RBI guidelines) stood at 127.63% as against the
regulatory requirement of 100%.
The Company continues to access diversified sources of funding
including term loans, proceeds from the issuance of Non-Convertible Debentures
("NCDs"), ECB, refinance from the NHB and SIDBI. As at 31 March, 2026, the total
borrowings of the Company stood at `5,681 Crore. The Company remains committed to
maintaining a well-diversified resource profile.
DuringtheFinancialYear2025-26,theinterestandprincipalonNCDs issued on
private placement basis, were duly paid on the respective due dates.
DIRECT ASSIGNMENT "DA" FROM BANKS AND FINANCIAL INSTITUTIONS
The Company has continued to utilise the Direct Assignment market to
enhance liquidity, diversify its borrowing profile and manage asset-liability mismatches
efficiently. During the Financial Year 2025-26, the Company received `1,022 Crore towards
purchase consideration from transfer of Loan against Property (LAP) assets (Direct
Assignment) pool to banks. These transactions were undertaken in compliance with RBI
guidelines on transfer of loan exposure of Standard Assets and assigned assets were
de-recognised in the books of the Company.
COLENDING
During the course of the year, the Company disbursed `239 Crore of
funds under the co-lending partnership with the partner bank accounting for 80% of the
loan disbursed under partnership.
BORROWINGS FROM OTHER SOURCES
During the Financial Year 2025-26, the Company raised `2,771 Crore from
Banks and Financial Institutions in the form of Term Loans (including Refinance from NHB
and SIDBI) and `81 Crore through Securitisation Transactions (Pass Through Certificates).
During the Financial Year 2025-26, the NHB reposed faith in the Company by disbursing
refinance of `579 Crore with this disbursement, the Company had an outstanding of `1,236
Crore with the NHB as on 31 March, 2026. Further, the Company has undrawn sanction of `172
Crore as on 31 March, 2026, from NHB. During the Financial Year 2025-26, the Company has
issued and allotted 15,000 (Fifteen Thousand) rated, listed, secured, transferable,
redeemable, non-convertible debentures denominated in Indian Rupees ("`"), of
face value of `1,00,000 (Indian Rupees One Lacs) each, aggregating to `1,50,00,00,000
(Rupees One Hundred Fifty Crore only) on a private placement basis on 27 November, 2025,
through BSE EBP platform (ISIN No. INE922K07112).
EXTERNAL COMMERCIAL BORROWINGS
The Company has an External Commercial Borrowing (ECB) facility of $ 30
Mn from the US International Development Finance Corporation (DFC). Total outstanding
foreign currency loan exposure in the form of External Commercial Borrowing as on 31
March, 2026, constituted 3% of total borrowings and is fully hedged through cross-currency
swaps.
DEPOSITS
The Company, being a Non-Deposit taking Housing Finance Company, has
not accepted any public deposits within the meaning of Section 73 to 76 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014 and amendment made thereunder.
Hence, disclosure under sub rule 5(v) of rule 8 of The Companies (Accounts) Rules, 2014 is
not applicable.
Further, the Board of Directors, have resolved that the Company has not
accepted and it shall not accept any public deposits under Sections 73 to 76 of the Act,
read with applicable rules.
LISTING WITH STOCK EXCHANGE
The equity shares of the Company are listed on BSE Limited
("BSE") and National Stock Exchange of India Ltd. ("NSE") since 20
December, 2023.
The Company has duly paid all applicable listing fees to BSE on which
its equity shares and debentures are listed and NSE on which its equity shares are listed.
DISCLOSURES WITH RESPECT TO NONCONVERTIBLE DEBENTURES
(i) The total number of non-convertible debentures which have not been
claimed by the Investors or not paid by the housing finance Company after the date on
which the non-convertible debentures became due for repayment: Nil (ii) The total amount
due in respect of such debentures remaining unclaimed or unpaid beyond the date referred
to in clause (i) as aforesaid: Nil
DEMATERIALISATION OF EQUITY SHARES & NON CONVERTIBLE DEBENTURES
All equity shares of the Company are held in dematerialised form with
National Securities Depository Limited ("NSDL") and Central Depository Services
(India) Limited ("CDSL") under ISIN: INE922K01024 as on 31 March, 2026.
The Non-Convertible Debentures (NCDs) issued by the Company are also
held in dematerialised form with NSDL and CDSL under ISINs: INE922K07104 and INE922K07112.
DEBENTURE TRUSTEE
The Company has executed Debenture Trust Deed in favour of Catalyst
Trusteeship Limited, acting as the Debenture Trustee for the NCDs issued on a private
placement basis. The details of Debenture Trustee are as follows.
Catalyst Trusteeship Limited CIN: U74999PN1997PLC110262 GDA House,
First Floor, Plot No. 85, S. No. 94 & 95, Bhusari Colony (Right), Kothrud, Paud Road,
Pune Maharashtra, India- 411038
CREDIT RATING
The Company?s strong financial discipline and prudent risk
management practices are reflected in the credit ratings assigned by reputed Credit Rating
Agencies, details of which are provided below:
| Agency |
Instrument |
Rating (Outlook) |
| ICRA |
Non-Convertible Debentures |
AA- (Stable) |
| ICRA |
Long Term Borrowings |
AA- (Stable) |
| CARE |
Long Term Borrowings |
AA- (Stable) |
| India Ratings |
Long Term Borrowings |
AA- (Stable) |
During the year there has been no change in the credit rating assigned
to the Company.
PROFITABILITY
The Company delivered strong financial performance in 2025-26.
Total income saw a 30% year-on-year (Y-o-Y) growth, rising to `1528.6 Crore in 2025-26
from `1,175.9 Crore in 2024-25. Operating expenses grew to `391.2 Crore in 2025-26
from `306.9 Crore in 2024-25, driven by our strategic focus on expanding the Branch
Network, workforce, investing in technology, and enhancing brand visibility amid strong
business momentum. Pre-provisioning operating profit increased 35% Y-o-Y, reaching `693.6
Crore in 2025-26 from `515.6 Crore in 2024-25. Credit costs during the year was at `40.3
Crore compared to `26.4 Crore in 2024-25. Profit before tax stood at `653.3 Crore. After
accounting for income tax of `150.1 Crore, the Profit after Tax (PAT) increased 33% Y-o-Y,
reaching `503.1 Crore in 2025-26, up from `377.8 Crore in the previous year.
ASSET CLASSIFICATION
The Company has complied with its Board-approved policy on Asset
Classification, Provisioning, Settlement and Write off. which is in accordance with the
Income Recognition and Asset Classification ("IRAC") Norms prescribed by the
RBI. Further, the provision computed under the Expected Credit Loss (ECL) methodology is
higher than the provision computed in accordance with IRAC Norms prescribed by the RBI.
Details of provisioning are disclosed in Note no. 44.18 to the
Standalone Financial Statements.
RECOVERY MECHANISM
The Company is classified as a "Financial Institution" under
the Securitisation and Reconstruction of Financial Assets and Enforcement of Security
Interest Act, 2002 and has initiated proceedings under this Act against defaulting
borrowers for recovery of dues. The Company?s in-house legal team, along with
empanelled external lawyers, is engaged to initiate and manage legal proceedings. In
instances where repossession is ineffective, alternative legal measures, such as
proceedings under Section 138 of the Negotiable Instruments Act and arbitration are
pursued. The Company continues to strengthen its collection infrastructure with 100% loan
disbursement being carried out through electronic modes and enhanced focus on digital
collection mechanism.
CAPITAL ADEQUACY RATIO
In terms of Reserve Bank of India (Housing Finance Companies)
Directions, 2025, the Company is required to maintain a minimum capital adequacy of 15% on
a standalone basis. The Company maintains strong Capital Adequacy Ratio (CRAR) as against
the Regulatory threshold which stood at 56.36% (comprising Tier I capital of 56.08% and
Tier II capital of 0.28%) as at 31 March, 2026.
BRANCH EXPANSION
During the Financial Year 2025-26, the Company expanded its footprint
by adding 41 new branches, taking the total number of branches to 307 across 15 states,
along with 3 offices as at 31 March, 2026. The Company currently operates in the states of
Rajasthan, Maharashtra, Madhya Pradesh, Uttar Pradesh, Tamil Nadu, Karnataka, Telangana,
Gujarat, Haryana, Uttarakhand, Delhi, Andhra Pradesh, Chhattisgarh, Punjab and Odisha. The
Company continues to undertake focused marketing and branding initiatives to enhance
visibility and strengthen its market presence.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Given the nature of Company?s business operations, which are not
energy-intensive, the disclosures required under Section 134(3)
(m) of the Act read with the Companies (Accounts) Rules, 2014 are not
applicable. However, details of the Company?s initiatives relating to conservation of
energy and technology absorption are provided in the Business Responsibility and
Sustainability Report ("BRSR") forming part of this Annual Report.
TECHNOLOGY
In an increasingly digital financial ecosystem, safeguarding the
confidentiality, integrity, and availability of information assets is a core strategic
priority. To achieve this, the Company embeds a structured, enterprise-wide approach to
information security within its operational and governance frameworks. As an ISO
27001-certified organization, we adhere to globally recognized standards, protecting data
through a robust Information Security Management System (ISMS) that enforces comprehensive
privacy and data protection controls across all business units. The Company maintains a
resilient cybersecurity posture by combining regular risk assessments with strict access
management protocols and secure software development lifecycle (SSDLC) practices. To
protect the broader operational ecosystem, we have also enhanced our IT risk assessment
and third-party risk management workflows. Multiple layers of preventive and detective
controls protect digital infrastructure, while Business Continuity and Disaster Recovery
(BCDR) mechanisms are regularly reviewed to minimize disruption during unforeseen events.
To mitigate evolving threats, the Company leverages a centralized monitoring and incident
response framework powered by real-time threat intelligence and analytics. Committed to
strict regulatory compliance, data privacy, and a secure operating environment, the
Company continues to reinforce the trust placed in us by customers, regulators, and
stakeholders while driving operational resilience and long-term value creation.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no foreign exchange earnings. The details of foreign
exchange expenditures during the Financial Year 2025-26 are as below:
| Particulars |
For year ended 31 March, 2026 |
For year ended 31 March, 2025 |
|
(Rs.in Lacs) |
(Rs.in Lacs) |
| a) Software license expenses |
18.31 |
9.89 |
| b) Interest Expense of ECB |
930.30 |
879.80 |
REGULATORY GUIDELINES
During the Financial Year 2025-26, various notifications, circulars and
guidelines were issued by the Reserve Bank of India ("RBI") and the National
Housing Bank ("NHB") applicable to Housing Finance Companies. All such
regulatory updates were periodically placed before the Board of Directors to keep them
appraised of the evolving regulatory framework and the Company?s compliance status.
The Company has complied with all applicable circulars, notifications and guidelines
issued by RBI and NHB from time to time and has adopted all requisite policies and
procedures in line with regulatory expectations.
The Company continues to comply with the Master Directions, guidelines
and circulars issued by the RBI, NHB, the Act, SEBI Listing Regulations, Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, to the extent applicable to the Company, Foreign Exchange Management Act, 1999,
Labour Laws, Income Tax Act, Goods and Services Tax Act and other applicable Acts, amended
from time to time.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India relating to meetings of the Board
of Directors and General Meetings during the year.
DIRECTORS
The Board consists of qualified and experienced individuals from
various backgrounds, who possess the necessary skills, expertise, and competencies that
enable them to make effective contributions to the Board, its Committees, and the overall
decision-making process of the Company.
The composition of the Board is in compliance with the provisions of
the Act, the SEBI Listing Regulations and applicable NHB/RBI Regulations. The Board has an
optimum combination of Executive, Non-executive and Independent Directors.
As on 31 March, 2026, the Board consists of 7 (Seven) Directors,
comprising 1 Chairman (Non-Executive Non-Independent Director), 1 Managing Director &
Chief Executive Officer,
4 Independent Directors (including 2 Women Directors), and
1 Non-Executive Non-Independent Director. The composition ensures wide
range of skills, independence and domain expertise to the Board.
The Board of Directors of the Company as on 31 March, 2026 are:
| Directors |
Designation |
DIN |
| Mr. Sudhin Bhagwandas Choksey |
Chairman and Non-Executive Non-Independent
Director |
00036085 |
| Mr. Rupinder Singh |
Managing Director & Chief Executive
Officer |
09153382 |
| Mr. Sumir Chadha |
Non-Executive Non-Independent Director |
00040789 |
| Mr. Parveen Kumar Gupta |
Independent Director |
02895343 |
| Ms. Rachna Dikshit |
Independent Director |
08759332 |
| Ms. Savita Mahajan |
Independent Director |
06492679 |
| Mr. Thomson Kadantot Thomas |
Independent Director |
09691435 |
The following changes took place in the composition of Board of
Directors during the Financial Year 2025-26:
? The shareholders of the Company have approved re-appointment of Mr.
Sudhin Bhagwandas Choksey (DIN: 00036085), who retired by rotation and being eligible, was
reappointed, as Chairman and Non-Executive Non-Independent Director, in the Annual General
Meeting held on 28 July, 2025.
? Mr. Shailesh Jayantilal Mehta (DIN: 01633893), ceased to be the
Non-Executive Non-Independent Director of the Company w.e.f. 01 April, 2025.
? The shareholders of the Company in their meeting held on 28 July,
2025, have approved re-appointment of Mr. Rupinder Singh (DIN: 09153382) as a Managing
Director & Chief Executive Officer of the Company for a further period of five years
w.e.f. 23 November, 2025.
BOARD MEETINGS HELD DURING THE YEAR
During the Financial Year 2025-26, four (4) meetings of the Board of
Directors were held on [1] 09 May, 2025; [2] 07 August, 2025; [3] 04 November, 2025; [4]
07 February, 2026. The gap between any two consecutive Board meetings did not exceed 120
days in compliance with the provisions of the Act and the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
The Board has constituted the following thirteen (13) Committees to
effectively discharge its responsibilities and to comply with the requirements of
applicable laws and business needs:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Environmental, Social, Governance and Corporate Social
Responsibility Committee ("ESG & CSR Committee")
4. Risk Management Committee
5. IT Strategy Committee
6. IT Steering Committee
7. Information Security Committee
8. Stakeholders Relationship Committee
9. Asset Liability Management Committee
10. Customer Service and Grievance Redressal Committee 11. Wilful
Defaulter Committee (Identification and Review Committee) 12. Internal Complaints
Committee for redressal of Sexual Harassment Complaints 13. Special Committee of the Board
for Monitoring and Follow-up of cases of Frauds? (SCBMF) The recommendations made by
the Committees during the year were duly considered and accepted by the Board.
The details related to the composition, terms of reference and number
of Meetings held, etc. of these Committees are provided in the Corporate Governance
Report, which forms part of this Report.
KEY MANAGERIAL PERSONNEL KMP:
During the Financial Year 2025-26, there were no changes in the Key
Managerial Personnel (KMP) of the Company. The Key Managerial Personnel of the Company are
as follows: a. Mr. Rupinder Singh –Managing Director & Chief Executive Officer b.
Mr. Ashish Gupta- Chief Financial Officer c. Ms. Mukti Chaplot – Company Secretary
CORPORATE GOVERNANCE REPORT
The Company remains committed to maintaining the highest standards of
corporate governance and continuously benchmark its best practices against evolving
regulatory and industry standards. Our commitment to governance is reflected in our
continual efforts to develop and refine processes and systems that enhance our governance
framework.
A detailed report on corporate governance in compliance with the SEBI
Listing Regulations forms part of this Report as Annexure 2. As at 31 March, 2026,
the Company is in adherence to the Internal Guidelines on Corporate Governance framed in
accordance with the Reserve Bank of India (Housing Finance Companies) Directions, 2025,
which, inter alia, prescribe the corporate governance framework governing the
Company?s engagement with its stakeholders. The aforesaid policy is hosted on the
Company?s website under the Corporate Governance Policy.
A certificate from Mr. Jitender Singh, Practicing Company Secretary,
confirming compliance with the corporate governance requirements, as stipulated under the
SEBI Listing Regulations is attached and forms part of this Report as Annexure 3.
COMPANY?S POLICY ON DIRECTOR?S APPOINTMENT, REMUNERATION
& EVALUATION
The Board, based on the recommendation of the Nomination and
Remuneration Committee, has adopted a "Nomination
& Remuneration Policy" in compliance with the provisions of
Section 178 of the Act. The policy, inter-alia, lays down the criteria for identification
and appointment of Directors and Senior Management Personnel of the Company, along with
the criteria for determination of remuneration of Directors, KMP and other employees and
their evaluation and includes other matters. The "Nomination & Remuneration
Policy" of the Company is placed on the website of the Company at
https://www.indiashelter.in/ investor-relations. The Remuneration paid to the Directors is
in line with the remuneration policy of the Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company continues to familiarise the Independent Directors with the
organisation, including their roles and responsibilities, the industry landscape, and the
Company?s business model. In addition, structured branch visits were conducted to
provide Directors with direct insights into the Company?s operations. Detailed
information on the training programmes is provided in the Business Responsibility and
Sustainability Report ("BRSR"), which forms part of this Report.
ANNUAL EVALUATION
The annual performance evaluation of the Board, its committees and
Individual Directors was carried out pursuant to the provisions of the Act and the SEBI
Listing Regulations.
The Nomination and Remuneration Committee and the Board of Directors
carried out the evaluation of each Director?s performance excluding the Director
being evaluated, Statutory Board Committees on parameters such as composition and
structure of the Board and committees, effectiveness in execution of roles and
responsibilities, attendance, acquaintance with business, communication inter-se between
Board members, effective participation, domain knowledge, compliance with code of conduct.
During the Financial Year 2025-26, Independent Directors of the Company
also in a separate meeting reviewed the performance of the Non- Independent Directors and
Board as a whole and assessed the quality, adequacy and timeliness of flow of information
between management and the Board which is necessary for the Board to effectively and
reasonably perform their duties. Major aspects of board evaluation include who is to be
evaluated, process of evaluation including laying down of objectives and criteria to be
adopted for evaluation of different persons, structured feedback and action plans for
continuous improvement based on the results.
DIRECTOR & KEY MANAGEMENT PERSONNEL Retirement by Rotation and
Re-appointment
In accordance with Section 152 of the Act, Mr. Sumir Chadha, [DIN:
00040789], Non-Executive Non-Independent Director of the Company, will retire by rotation
at the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment.
Resignation/Retirement of Director
Pursuant to Section 149 (6), Section 152 and Section 161 of the Act and
other applicable provisions (including any modification or re-enactment thereof ), if any,
of the Act, the Board of Directors of the Company by way of Circular Resolution dated 31
March, 2025, accepted the resignation of Mr. Shailesh Jayantilal Mehta (DIN: 01633893), as
a Non-Executive Non-Independent Director w.e.f. 01 April, 2025.
Declaration by Independent Directors
All Independent Directors have submitted the Declaration of
Independence, confirming that they continue to fulfil the criteria of independence as
prescribed under section 149(6) of the Act and Regulations 16 of the SEBI Listing
Regulations.
In the opinion of the Board, the Independent Directors possess the
integrity, expertise and experience (including the proficiency) and fulfil the conditions
specified in the Act and the rules made thereunder for appointment as Independent
Directors and confirm that they are independent of the management.
Disqualifications of Directors, if any:
None of the Directors of the Company are disqualified under the
provisions of Section 164 and Schedule V of the the Act.
Declaration of Fit & Proper Criteria
The Company has in place the Board-approved "Fit and Proper
Criteria Policy", which assesses the Fit and Proper Criteria for the Directors at the
time of appointment and on a continuing basis as per the criteria prescribed by RBI.
All Directors have confirmed their compliance with the Fit & Proper
criteria as prescribed under RBI Directions.
Remuneration to Directors
During the Financial Year 2025-26, no remuneration was paid to
Non-executive Directors except Sitting fees and Commission payable to the Independent
Directors as disclosed in the Financial Statements forming part of this Report. Details of
such payments have been disclosed in the Corporate Governance Report.
Corporate Social Responsibility
The Company firmly believes in the power of making a difference, one
step at a time. Our unwavering dedication lies in creating meaningful change by bringing
together our employees and communities to have a positive impact on every aspect of
society. Whether it is the economic, social, or environmental imperatives, we are
committed to fostering growth and development. To achieve this, we empower communities
through targeted interventions in crucial areas such as healthcare, education, and
societal welfare. We extend a helping hand to the underprivileged children and their
families, providing a ray of hope in their darkest hours with our initiatives like
Education, Healthcare. We strive towards the progress of society, through our Corporate
Social Responsibility (CSR) policy, which lays down the action plan for defining how CSR
is to be implemented and is in compliance with the Schedule VII of the Act. The said
policy is available at https:// www.indiashelter.in/investor-relations.
The Board constituted the Environmental, Social, Governance and
Corporate Social Responsibility Committee ("ESG & CSR Committee") in terms
of the provisions of Section 135 of the Act and is chaired by an Independent Director.
The ESG & CSR Committee of the Company as on 31 March, 2026,
comprises of three members including two Independent Directors as below:
| Directors |
Designation |
DIN |
| Ms. Savita Mahajan |
Independent Director (Chairman of Committee) |
06492679 |
| Ms. Rachna Dikshit |
Independent Director |
08759332 |
| Mr. Sumir Chadha |
Non-Executive Non-Independent Director |
00040789 |
During the Financial Year 2025-26, the ESG & CSR Committee met once
on 09 May, 2025.
The attendance of members at the said meeting is disclosed in the
Corporate Governance Report forming part of this Annual Report. The Annual Report on CSR
containing the composition of the CSR Committee, salient features of the CSR Policy,
details of activities, and other information as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached and forms part of this Report as Annexure
4.
Business Responsibility & Sustainability Report (BRSR)
Pursuant to Regulations 34(2)(f ) of the SEBI Listing Regulations, the
top 1000 listed entities based on market capitalisation (as on 31 March of every financial
year) are required to include a Business Responsibility and Sustainability Report (BRSR)
in their Annual Report.
Accordingly, the BRSR for the Financial Year 2025-26, detailing the
Company?s initiatives from an environmental, social and governance perspective, is
included in the Annual Report which forms part of this Report as Annexure 5.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION,
PROHIBITION
& REDRESSAL ACT 2013 READ WITH RULES MADE THEREUNDER
The Company is committed to provide a safe work environment where all
employees are treated with dignity and respect. The Company has in place a policy on
prevention of sexual harassment in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Employee awareness
is reinformed through periodic communications, display of notices and mandatory online
trainings which forms part of the induction process.
The composition of the Internal Complaint Committees (ICC) have been
disclosed in the Corporate Governance Report forming part of this Annual Report.
Pursuant to Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 read with Rules there under and Rule 8
of The Companies (Accounts) Rules, 2014, as amended, the details of complaints received
and disposed off during the Financial Year 2025-26 are as under:
| Particulars |
Number of Complaints |
| Number of complaints of sexual harassment
filed during the financial year |
1 |
| Number of complaints disposed off during the
financial year |
1 |
| Number of cases pending as on the end of
financial year |
0 |
Compliance with the Maternity Benefit Act, 1961
During the Financial Year 2025-26, the Company has complied with the
provisions of the Maternity Benefit Act, 1961.
Risk Management Framework
The Company continues to maintain a strong and dynamic Risk Management
Framework under the oversight of the Board-level Risk Management Committee.
The Company remains committed to institutionalising a risk aware
culture across all functions. The Company operates under a Board-approved Risk Management
Policy which provides a structured approach for identification, assessment, monitoring,
and mitigation of various internal and external risks. This policy is periodically
reviewed and updated to reflect emerging risk trends and regulatory expectations.
Recognising that effective risk management is critical for business
continuity, financial sustainability, and stakeholder confidence, the Company has adopted
a proactive approach to manage key risk categories, including credit, market, operational,
and strategic risks. Appropriate mitigation framework has been implemented to ensure
agility and responsiveness in a dynamic business environment.
The Company has strong Risk Management Department headed by Chief Risk
Officer (CRO), who is appointed in accordance with applicable RBI Regulations, to oversee
the enterprise-wide risk management and ensure independent risk monitoring and reporting.
During the Financial Year 2025-26, the Risk Management Committee
actively evaluated the risk landscape through periodic review of key risk indicators, root
cause analysis of identified issues and assessment of effectiveness of mitigation
measures. The committee also provided strategic direction to strengthen the Company?s
risk posture, with a focus on enhancing resilience and preparedness in dynamic
macro-financial environment.
HUMAN RESOURCES DEVELOPMENT
The Company recognises human capital as a key-driver that creates
long-term social and economic benefits for employees and their families. The Company
follows a three-pronged strategy: Get, Keep, and Grow to attract, retain, and develop top
talent effectively. As on 31 March, 2026, the Company had 4,800 employees on its payroll,
out of which 4,615 are males and 185 are females as compared to 3,818 employees as on 31
March, 2025.
PARTICULARS OF EMPLOYEE RELATED DISCLOSURES
The Company grants Employee Stock Options (ESOPs), share based benefit
to eligible employees with a view to attracting and retaining the best talent, encouraging
employees to align individual performance with the Company?s objectives and promoting
increased participation in the success of the Company. The details of the ESOP plan form
part of Note No. 45 of the Financial Statements forming part of this Annual Report.
In compliance with Regulation 14 of SEBI (SBEB and Sweat Equity)
Regulations, 2021, the disclosures relating to ESOP Schemes are also available on the
website of the Company.
The disclosure pertaining to remuneration as required under section 197
of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is available on Company?s website. Further, the
statements prescribed under rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are open for inspection by the
shareholders at the registered office of the Company during the business hours on all
working days up to the date of the ensuing Annual General Meeting.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has established a strong Vigil Mechanism through its
Whistle Blower Policy, enabling Directors, employees and other stakeholders to report
genuine concerns including violations of applicable laws, rules and regulations. The
Chairman of the Audit Committee has direct access to all complaints received under this
mechanism. The policy is available on the website of the Company at
https://www.indiashelter.in/investor-relations.
The Company has also provided the facility to all employees to report
suspected, alleged or actual fraud on an anonymous basis. A dedicated Email ID –
Whistleblowing@indiashelter.in serves as a single point of contact for such reporting. The
Company has constituted the Whistle Blower Committee to address such concerns.
During the year under review and up to the date of this report, no
report under section 143(12) of the Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014 has been filed by the Statutory Auditors with the Central
Government.
Further, no instance(s) of fraud has/have been noted during the year.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING AND CODE OF
PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
The Board has adopted a Code of Conduct to regulate, monitor and report
trading by Designated Persons in the securities of the Company in accordance with the
provisions of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time. The code, inter alia, requires
preclearance for dealing in the securities of the Company and prohibits trading while in
possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company
and restricts trading during closure of the trading window. The Board of Directors had
adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information, which is available on the website of the Company at
https://www.indiashelter.in/investor-relations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company
during the Financial Year 2025-26, with the related parties were conducted on arm?s
length basis and in the ordinary course of business. There were no materially significant
related party transactions with promoters, directors, key managerial personnel or other
designated persons, that could have a potential conflict with the interest of the Company
at large.
The particulars of contract or arrangement entered into by the Company
with related parties referred to in sub-section (1) of section 188 of the Act have been
disclosed in Form No. AOC - 2 as attached, which forms part of this Report as Annexure
6. The Company has also formulated a policy named as "Policy on Materiality of
Related Party Transactions and on Dealing with Related Party Transactions" in
accordance with the applicable laws which is available on the website the Company at
https://www. indiashelter.in/investor-relations.
INTERNAL AUDIT & INTERNAL CONTROLS OVER FINANCIAL REPORTING
Pursuant to Section 134(5)(c) of the Act, the Board of Directors have
an overall responsibility for ensuring that the Company has established a strong
systems/framework of internal financial controls to provide reasonable assurance on the
adequacy and operating effectiveness of such controls in relation to financial reporting,
operational efficiency and compliance with applicable laws and regulations.
The Company has put in place an adequate internal control systems and
processes commensurate with the nature of its business and operations. These controls
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with applicable standards. These
controls are supported by established policies and procedures, which are periodically
reviewed and tested to ensure they operate effectively and safeguard the integrity of
financial information.
The Company also has an independent Internal Audit function that adopts
a Risk-Based Internal Audit (RBIA) approach, ensuring that audit focus is aligned with key
business risks and emerging areas of concern. The function periodically reviews critical
business processes and areas and is responsible for independently evaluating the adequacy
and effectiveness of internal controls, risk management framework, governance processes,
and operational systems. Significant audit observations, along with management?s
responses and follow-up actions, are placed before the Audit Committee on a quarterly
basis. The Audit Committee actively reviews these observations and monitors the
implementation of corrective actions to ensure the overall adequacy and effectiveness of
the internal control environment. All the recommendations made by the Audit Committee
during the year have been duly considered and implemented by the management.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
As the Company operates as a Housing Finance Company, the disclosures
relating to loans, guarantees and securities provided in the ordinary course of business
are exempt under Section 186(11) of the Act.
However, requisite disclosures pertaining to loans, guarantees, and
investments in accordance with Section 186 and applicable rules are provided in the Notes
to the Standalone Financial Statements.
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE ACT
The Company has not issued shares with differential rights. Hence, no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 54 1 d OF THE ACT
The Company has not issued any sweat equity shares during the year
under review. Hence, no information as per provisions of Section 54(1)(d) of the Act read
with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 673 OF THE ACT
During the Financial Year 2025-26, there were no instances of
non-exercise of voting rights in respect of shares purchased directly by employees under
any scheme. Hence, no information pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
BUYBACK OF THE COMPANY?S OWN SHARES
During the Financial Year 2025-26, the Company did not make any buy
back of its shares or share equivalent/stock options during the year under review. Hence
the provisions of section 68 of the Act, are not applicable.
DISCLOSURE UNDER SECTION 19714 OF THE ACT
The Managing Director and Chief Executive Officer of the Company has
not received any commission from its Subsidiary Company.
DISCLOSURE UNDER RULE 8 OF THE COMPANIES ACCOUNTS RULES, 2014
During the Financial Year 2025-26, the Company neither made/ had any
application against the Company nor any proceedings are pending under the Insolvency and
Bankruptcy Code, 2016. Further there were no instances of one-time settlement for any
loans taken from the Banks or Financial Institutions.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the Financial Year 2025-26, there were no instances of
difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions.
MAINTENANCE OF COST RECORDS
The Central Government has not specified the maintenance of cost
records under section 148(1) of the Act, for the services of the Company.
INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred to Investor Education and
Protection Fund during the year under review, as nothing remain unpaid or unclaimed during
the period of past 7 years.
WEBSITE DISCLOSURES
All statutory disclosures, policies and updates are being regularly
updated on the website of the Company at www.indiashelter.in.
ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Act and
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns
of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of
the Companies (Management and Administration) Rules, 2014 are placed on the website of the
Company at https://www. indiashelter.in/investor-relations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report as required in term of
SEBI Listing Regulations, forms part of this Report as Annexure 7.
DIRECTORS? RESPONSIBILITY STATEMENT
In terms of sub-section (5) of Section 134 of the Act we, the Directors
of the Company, state in respect of Financial Year 2025-26 that: —a) in the
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; b) the Directors had
selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit and loss of
the Company for that period; c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) the Directors had prepared the annual accounts on a going concern
basis; e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and f ) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
AUDITORS
STATUTORY AUDITORS
AsperprovisionsofSection139,142andotherapplicableprovisions of the Act,
if any, read with the Companies (Audit & Auditors) Rules, 2014, as per RBI guidelines,
2021, and other relevant provisions including any statutory re-enactment or modification
thereof, appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants,
having Registration Number 101049W/E300004 was approved by the Audit Committee and the
Board of Directors at their meeting held on 08 May, 2024 and subsequently by the
shareholders of the Company in the Annual General Meeting held on 19 June, 2024 as
Statutory Auditors of India Shelter Finance Corporation Limited to hold the office from
the conclusion of 26th Annual General Meeting till the conclusion of 29th Annual General
Meeting of the Company.
AUDITORS? REPORT
The Statutory Auditors? Report for Financial Year 2025-26 is
unqualified with no adverse remarks. The Standalone and Consolidated Financials, notes to
the Financial Statements, read with the Auditors? Report, are self-explanatory and
not require any further clarification.
DETAILS IN RESPECT OF FRAUDS UNDER SUBSECTION 12 OF SECTION 143 OF THE
ACT
There were no instances of any frauds reported by the Company?s
auditors.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of
the SEBI Listing Regulations, Mr. Jitender Singh (Membership No.: A33610 & CP: 26612)
was appointed as Secretarial Auditor of the Company for a consecutive period of 5(Five)
years from the Financial Year 2025-26 till Financial Year 2029-30, as approved by the
Board of Directors and shareholders in their meeting held on 09 May, 2025 and 28 July,
2025, respectively.
The Secretarial Auditor has confirmed that they have subjected
themselves to Peer Review process by the Institute of Company Secretaries of India
("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.
The Report of Secretarial Auditor for Financial Year 2025-26 is
unqualified, with no adverse remarks and is attached and forms part of this Report as Annexure
8. The report by Secretarial Auditor is self-explanatory and does not require any
further clarification.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY?S
OPERATIONS IN FUTURE
There were no material orders passed by the Regulators/Courts/
Tribunals which would impact the going concern status of the Company and its future
operations.
OTHER DISCLOSURES
The Company has license key from Unique Identification Authority of
India (UIDAI) as Authentication User Agency (AUA) and e-KYC User Agency (KUA), for
OTP/Biometric/Face Authentication.
APPRECIATION
The Board formally expresses their gratitude and sincerely recognises
the contributions and ongoing support from the shareholders, customers, debenture holders,
debenture trustees, Central and State Governments, Bankers, Reserve Bank of India,
National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, BSE
Limited, National Stock Exchange of India Limited, Insurance Regulatory and Development
Authority of India, Registrar & Share Transfer Agent, Credit Rating Agencies, Auditors
and other Statutory and Regulatory Authorities for the kind co-operation and assistance
provided to the Company. The Directors also extend their special appreciation to the
employees at all levels for their contribution towards the growth of the Company which was
made possible by their hard work, dedication and continued support.
| For and on behalf of the Board of Directors |
|
India Shelter Finance Corporation Limited |
|
Sd/- |
Sd/- |
Mr. Sudhin Bhagwandas Choksey |
Mr. Rupinder Singh |
| Chairman and Non-Executive Non Independent
Director |
Managing Director and Chief Executive
Officer |
| DIN: 00036085 |
DIN: 09153382 |
| Place: Gurugram |
Place: Gurugram |
| Date: 02 May, 2026 |
Date: 02 May, 2026 |
|