Director's Report
Dear Members,
Your Directors have pleasure in presenting the 27th Annual Report on the
Business and Operations of the Company and the Audited Standalone and Consolidated
Financial Statements for the Financial Year ended 31 March, 2025.
COMPANY OVERVIEW
India Shelter Finance Corporation Limited is registered with National Housing Bank,
which is a technology-driven, retail- focussed provider of affordable housing finance
solutions. The company offers home loans and loan against property designed for low and
middle-income individuals who are building or buying their homes in Tier II and Tier III
cities across India. Rooted in trust and innovation, the Company empowers countless
individuals on their journey to homeownership.
The Company has been classified as a Middle Layer NBFC pursuant to Master Direction-
Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions,
2023.
During the Financial Year 2024-25, the Company has been granted a Corporate Agent
("Composite") license for soliciting insurance by Insurance Regulatory and
Development Authority of India ("IRDAI").
During the Financial Year 2024-25, the Company has been audited and found to be in
compliance with the requirements of ISO/IEC 27001:2022.The company holds ISO 27001:2022
certification.
FINANCIAL RESULTS
During the Financial Year 2024-25, the company has demonstrated consistent growth and
maintained profitability. The key highlights of the Audited Financial Statements of the
Company for Financial Year 2024-25 and a comparison with the previous Financial Year
2023-24 is summarised below:
|
|
|
|
(Rs. in Lacs) |
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
1,17,479.86 |
86,037.66 |
1,17,592.95 |
86,137.42 |
Less: Total Expenses |
68,671.22 |
54,216.63 |
68,674.03 |
54,219.15 |
Profit/(Loss) before Tax |
48,808.64 |
31,821.03 |
48,918.92 |
31,918.27 |
Less: Current tax |
11,461.76 |
6,967.56 |
11,488.86 |
6,991.83 |
Deferred Tax |
(357.80) |
166.16 |
(357.28) |
166.68 |
Profit after tax |
37,704.68 |
24,687.31 |
37,787.34 |
24,759.76 |
Other comprehensive Income |
115.47 |
(504.91) |
115.47 |
(504.91) |
Transfer of Statutory Reserve (u/s Section 29Cof NHB Act, 1987) |
7,540.94 |
4,937.46 |
7,540.94 |
4,937.46 |
Balance carried to Balance Sheet |
22,570.45 |
15,029.51 |
22,570.45 |
15,029.51 |
Earnings per Share (Face Value of Rs. 5) |
|
|
|
|
Basic |
35.10 |
26.24 |
35.18 |
26.32 |
Diluted |
33.86 |
25.10 |
33.93 |
25.18 |
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provision of regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the company had
formulated a Dividend Distribution Policy. The Dividend Distribution Policy is hosted on
the website of the Company at https://www. indiashelter.in/investor-relations.
DIVIDEND
The Board of Directors ("Board") recommended that a portion of the surplus be
distributed as a dividend to shareholders for Financial Year 2024-25. The Board has
recommended final dividend of Rs. 5.007- per equity share, which is equivalent to 100% of
the face value of the equity shares, subject to the approval of the shareholders. The
dividend payout ratio for Financial Year 2024-25 shall be 14.24%. The dividend declared is
in accordance with the Dividend Distribution Policy adopted by the Company. The Company
has not declared any interim dividend during the Financial Year 2024-25. 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.
RESERVES
In terms of 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 Rs. 75.41 Crs (Previous Year Rs. 49.4 Crs) to 'Statutory Reserve' and it
stands at Rs. 225.70 Crs as on 31 March, 2025.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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.
No Material changes and commitments have occurred between the end of the Financial Year
2024-25 of the Company and the date of this report except as disclosed in this report that
may affect the financial position of the Company.
CHANGE IN NATURE OF BUSINESS
During the Financial Year 2024-25, there was no change in the nature of business of the
Company.
DETAILS OF COMPANIES WHICH HAVE BECOME ITS HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT
VENTURE COMPANIES:
Holding Company
During the Financial Year 2024-25, no Company has acquired the status of holding
Company of the Company.
Subsidiary Company
India Shelter Capital Finance Limited is the subsidiary company of the Company. During
the Financial Year 2024-25, no other Company has acquired the status of subsidiary Company
of the Company.
Statement containing salient features of the financial statements of the subsidiary,
pursuant to first proviso to sub - section (3) of Section 129 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 2024-25, the Company did not have any Joint
Ventures/Associate Companies.
Alteration in Memorandum of Association and Articles of Association
During the Financial Year 2024-25, the company has altered its Articles of Association
("AOA") at its 26th Annual General Meeting held on 19 June, 2024 and
deleted the reference of "the sea Ffrom "definition and interpretation" and
relevant" Clause 79".
During the Financial Year 2024-25, the Company has not altered its Memorandum of
Association ("MOA").
CHANGE IN SHARE CAPITAL
Authorised Capital
The Authorised Share Capital of the Company as on 31 March, 2025 stood at Rs.
81,00,00,000/- comprising of 16,20,00,000 Equity share of Rs.5/- each.
Issued, Subscribed and Paid up Capital
The Paid-up capital of the company as on the 31 March, 2025 stood at Rs. 53,94,76,435/-
comprising of 10,78,95,287 equity shares of Rs. 57- each.
During the Financial Year ended 31 March, 2025, following options were exercised under
the ESOP Scheme 2017, 2021 and 2023 of the Company:
Allotment Date |
ESOP 2017 |
ESOP 2021 |
ESOP 2023 |
Total |
20 June, 2024 |
1,31,000 |
34,658 |
- |
1,65,658 |
08 August, 2024 |
2,000 |
8,800 |
27,615 |
38,415 |
20 September, 2024 |
4,000 |
36,800 |
1,06,800 |
1,47,600 |
11 November, 2024 |
- |
1,10,788 |
58,902 |
1,69,690 |
30 December, 2024 |
|
98,690 |
50,400 |
1,49,090 |
15 January, 2025 |
|
2,200 |
5,250 |
7,450 |
07 February, 2025 |
|
1,12,330 |
34,130 |
1,46,460 |
10 March, 2025 |
|
7,350 |
12,438 |
19,788 |
EMPLOYEE STOCK OPTION SCHEMES ESOP 2017
The Company has adopted the Employee Stock Option Plan, 20117 (I SOP 2017),
which was approved by the Board of Directors at their meeting held on 10 November, 2017
and by the Shareholders of the Company by way of a special resolution at their Extra
Ordinary General Meeting held on 31 January, 2018 and subsequent modifications thereto.
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.
Grants
During the Financial Year ended 31 March, 2025 following options were granted under the
ESOP Scheme 2021 and 2023 of the Company:
Scheme |
Number of options granted |
ESOP 2021 |
2,08,500 |
ESOP 2023 |
6,27,000 |
It is confirmed that all the ESOP Schemes/plan of the Company are in compliance with
the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
["SEBI (SBEB and Sweat Equity) Regulations, 202n as amended from time to time.
The Nomination & Remuneration Committee administers and monitors the ESOP Schemes
in compliance with the Act, SEBI (SBEB and Sweat Equity) Regulations, 2021 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Secretarial Auditors of the Company has issued a Certificate, confirming that the
ESOP Schemes have been implemented in accordance with the SEBI (SBEB and Sweat Equity)
Regulations, 2021 as amended from time to time and is available for the inspection of 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, are hosted 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 investments of Rs. 1,200 Lacs in the equity share capital of the
subsidiary company incorporated on 24 March, 2022.
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, 2025, the net worth of the company stood at Rs. 2,709 Crs compared to
Rs. 2,299 Crs on 31 March, 2024 registering an increase of 17.8%.
PERFORMANCE OF THE COMPANY Disbursement
During the Financial Year 2024-25, the Company disbursed Rs. 3,355 Crs as compared to
Rs. 2,646 Crs in the previous Financial Year registering an annual growth of 26.8%.
Assets Under Management (AUM)
The AUM of the Company stood at Rs. 8,189 Crs as at 31 March, 2025 as against Rs. 6,084
Crs in the previous Financial Year, with a growth of 34.6%. As of 31 March, 2025, the
average size of loan disbursed was Rs. 10 Lacs. 99% of the borrowers in Financial Year
2024-25 are women, while loans given to EWS/LIG borrowers account for 72% of the AUM.
RESOURCE MOBILISATION
The company's overall borrowing is guided by Borrowing and Investment Policy.
The company has a Board approved borrowing and investment policy in place to cater its
funding reguirements. The Company has well diversified base of lenders/investors that
includes National Housing Bank, public sector bank, private sector bank and other
financial institutions (domestic as well as international). As at 31 March, 2025 the
Company's sources of funding were primarily in the form of Long-Term Loans from Banks and
Financial Institutions (54%) followed by Securitisation & Direct assignment (26%) NHB
Refinance (15%), External Commercial Borrowings (ECB) (4%) Debt capital market (1%).
During the Financial Year 2024-25, the Company has also collaborated with 32 lenders and
has raised Rs. 3,484 Crs through various modes. The Weighted Average Borrowing Cost as at
31 March, 2025 was 8.7 % (including Securitisation/ Assignment) as against 8.8 % as at the
end of Financial Year 2023-24. The company has vide Special Resolution passed on 18 July,
2023, underSection 180 (l)(c) of the Companies Act, 2013, authorised the Board of
Directors to borrow money 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
amount of Rs. 7,500 Crs (Rupees Seven Thousand Five Hundred Crs only) and the total amount
so borrowed shall remain within the limits as prescribed by RBI.
The company manages its cash flows through prudent Asset- Liability Management and
takes the various measures, which includes the diversification offunding sources,
tenureoptimisation, and prudent borrowing timing to maintain its borrowing cost at an
optimum level.
The company has a comfortable liquidity position as on 31 March, 2025, with Rs. 588 Crs
of liquid assets (excluding lien marked balance of Rs. 70 Crs and accrued interest) and
Rs. 892 Crs of undrawn sanction in hand (without including any fresh disbursement and
borrowing). The Liquidity Coverage Ratio ('LCR') (as per RBI guidelines) for the Financial
Year ended 31 March, 2025 was 170.63 % as against the regulatory requirement of 60%.
The company secured financing from a variety of sources including term loans, proceeds
from the issuance of NCDs and refinance from the NHB. As of 31 March, 2025, the Company's
total borrowings stood at Rs. 4515.91 Crs. The company remains committed towards
maintaining a diversified resource profile.
During the Financial Year 2024-25, the interest on Non-Convertible Debentures, issued
on private placement basis, were paid by the Company on their respective due dates.
DIRECT ASSIGNMENT (DA) FROM BANKS AND FINANCIAL INSTITUTIONS
The company has actively tapped Direct Assignment market, which has enabled it to
create liquidity, diversify liability profile and minimising asset liability mismatches.
During the Financial Year 2024-25, the Company received purchase consideration of Rs. 570
Crs from transfer of LAP loan assets (Direct Assignment) pool to banks. The Direct
Assignment transactions were carried out in line with RBI guidelines on Transfer of Loan
exposure of Standard Assets and assigned assets were de-recognised in the books of the
Company.
CO-LENDING
We are actively continuing co-lending programmes to position ourselves as the preferred
lender for individuals who are under banked or unbanked as part of our endeavour to make a
difference and to explore new ideas. The company has co-lending partnerships with two
banks as part of its ambition to diversify its on-tap sources of funding and utilise its
distribution network.
During the course of the year, the Company disbursed Rs. 286 Crs of funds under the
co-lending partnership, with the partner bank accounting for 80% of the disbursed amount.
BORROWINGS FROM OTHER SOURCES
During the Financial Year 2024-25, the Company raised Rs. 2,505 Crs from Banks and
Financial Institutions in the form of term loans including NHB Refinance and Rs. 358 Crs
from Securitisation (Pass Through Certificates) transactions.
During the Financial Year 2024-25, the NHB reposed faith in the Company by disbursing
refinance of Rs. 450 Crs. with this disbursement, the Company had an outstanding of Rs.
900 Crs with the NHB as on 31 March, 2025. Further, the Company has undrawn sanction of
Rs. 201.45 Crs as on 31 March, 2025 from NHB.
During the Financial Year 2024-25, the Company has issued and allotted 5,000 (Five
Thousand)-rated, listed, secured, transferable, redeemable, non-convertible debentures
denominated in Indian Rupees (" Rs."), having a face value of Rs. 1,00,000
(Indian Rupees One I ac) each and an aggregate nominal value of Rs. 50,00,00,000 (Indian
Rupees Fifty Crs) ("Debentures") on private placement basis on 26 March, 2025
through EBP platform provided by BSE Ltd. with ISIN No. INE922K07104.
EXTERNAL COMMERCIAL BORROWINGS
The Company has External Commercial Borrowing (ECB) line of USD 30 Mn from US
International Development Finance Corporation (DFC). Total outstanding foreign currency
loan exposure in the form of External Commercial Borrowing as on 31 March, 2025 is 4 % of
total borrowings which is fully hedged by way of cross currency swaps.
DEPOSITS
The company being a Non-Deposit taking Housing Finance Company, resolved by the Board
of Directors in their meeting held on 08 May, 2024 that it shall not accept public deposit
and has not accepted any public deposits within the meaning of Section 73 to 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and
amendment made thereunder.
LISTING WITH STOCK EXCHANGE:
The company's equity shares got listed on Bombay Stock Exchange (USE) and National
Stock Exchange (NSE) on 20 December, 202 3.
The company is up to date in the payment of annual listing fees to Bombay Stock
Exchange (BSE) on which its equity shares and debentures are listed and National Stock
Exchange of India Ltd. (NSE) on which its equity shares are listed.
DISCLOSURES WITH RESPECT TO NON-CONVERTIBLE DEBENTURES AS PER THE MASTER DIRECTION-
NONBANKING 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 referred to in clause (i) as aforesaid: Nil
DEMATERIALISATION OF EQUITY SHARES & NON- CONVERTIBLE DEBENTURES
The equity shares and non-convertible debentures of the Company as on 31 March, 2025,
are dematerialised by National Securities Depository Limited (NSDL) and Central Depository
Services (India) l imited (CDSL) with ISIN No. INE922K01024and INE922K07104 for fully
paid-up equity shares and debentures respectively.
DEBENTURE TRUSTEE
Debenture Trust Agreement(s) were executed in favour of Catalyst Trusteeship Services
Limited for NCDs issued on private placement basis. Following are details of Catalyst
Trusteeship Limited.
Catalyst Trusteeship Limited
CIN: U74999PN1997PLC110262
GDA House,
Plot No. 85, Bhusari Colony (Right),
Paud Road, Pune
MH 411038
IN Maharashtra
CREDIT RATING
The company's financial discipline and prudence is reflected in the credit ratings
assigned by Credit Rating Agencies as under:
Agency |
Instrument |
Rating (Outlook) |
ICRA |
Non-Convertible Debentures |
ICRA AA - (Stable) |
ICRA |
Long Term Borrowings |
ICRA AA- (Stable) |
CARE |
Long Term Borrowings |
CARE AA- (Stable) |
India Ratings |
Long Term Borrowings |
IND AA- (Stable) |
PROFITABILITY
The company delivered strong financial performance in 2024-25. Total income saw a 37%
year-on-year (Y-o-Y) growth, rising to Rs. 1,175.9 Crs in 2024-25 from Rs. 861.4 Crs in
2023-24. Operating expenses grew to Rs. 306.9 Crs in 2024-25 from Rs. 236.0 Crs in 2023-
24, 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 52% Y-o-Y, reaching Rs. 515.6 Crs in 2024-25 from Rs. 338.4 Crs
in 2023-24. Asset quality improvements helped contain credit costs at Rs. 26.4 Crs in
2024-25 compared to Rs. 19.2 Crs in 2023-24. Profit before tax stood at Rs. 489.2 Crs.
After accounting for income tax of Rs. 111.3 Crs, the Profit after Tax (PAT) increased 53%
Y-o-Y, reaching Rs. 377.9 Crs in 2024-25, up from Rs. 247.6 Crs in the previous year.
ASSET CLASSIFICATION
The company has adhered to the Policy for Asset Classification, Provisioning,
Settlement and Write off approved by its Board of
Directors. Provision computed as per the Expected Credit Loss (ECL) methodology is
higher than the provision computed in accordance Income Recognition and Asset
Classification (IRAC) Norms specified by RBI.
For details refer to Note no. 7 in relation to provisioning disclosed as per notes to
the Standalone Financial Statements.
RECOVERY MECHANISM
The company is a "Financial Institution" under the Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act,
2002 and it initiated proceedings under the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 against defaulting
borrowers for recovery of dues. The company has also filed cases under section 138 of
Negotiable instrument Act, 1881.
The company is disbursing 100% loans through electronic mode. The Company is working to
maximise collection through electronic means.
CAPITAL ADEQUACY RATIO
RBI, Master Direction Non-Banking Financial Company-Housing Finance Company (Reserve
Bank) Directions, 2021 requires the company to maintain a minimum capital adequacy of 15%
on a standalone basis. The company's capital adequacy ratio (CRAR) stood at 60.59%
(comprising Tier I capital of 59.79% and Tier II capital of 0.80%) as on 31 March, 2025
compared to 70.88% (comprising Tier I capital of 70.05% and Tier II capital of 0.83 %)as
on 31 March 2024.
BRANCH EXPANSION
During the Financial Year 2024-25, the Company added 43 additional branches with total
of 266 branches in 15 states and 2 offices as on 31 March, 2025. The company now operates
in the states of Rajasthan, Maharashtra, Madhya Pradesh, Karnataka, Gujarat, Uttar
Pradesh, Tamil Nadu, Uttarakhand, Delhi, Haryana, Telangana, Chhattisgarh, Andhra Pradesh,
Punjab and Orissa. The company has undertaken several measures to improve its visibility
through focus on marketing and advertising.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION
Since the 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
initiatives in relation to conservation of energy and technology absorption in Business
Responsibility and Sustainability Report ("BRSR") forming part of this Annual
Report.
TECHNOLOGY
In an increasingly digitized financial ecosystem, safeguarding the confidentiality,
integrity, and availability of information assets remains a core organisational priority.
A structured and enterprisewide approach to information security has been embedded into
our operational and governance framework. As an ISO 27001-certified organisation, we
uphold globally recognized standards for information security management, ensuring the
protection of data assets through a comprehensive Information Security Management System
(ISMS) that effectively implements data protection and privacy controls across the
organisation.
We maintain a strong security posture through regular risk assessments, access
management protocols, and a secure development lifecycle. Business Continuity and Disaster
Recovery mechanisms are periodically reviewed to ensure minimal disruption in the face of
unforeseen events.
To address emerging cyber threats, we operate a centralized monitoring and incident
response framework supported by real time threat intelligence and analytics. Key elements
of our cyber defence strategy include periodic testing of system resilience, advanced
threat detection tools, and clearly defined escalation and response protocols. Oversight
at the highest levels ensures that cybersecurity risks are evaluated and addressed as part
of strategic risk governance.
Third-party risk management and IT risk assessments are integral to our risk mitigation
strategy, enabling us to strengthen resilience across the value chain. Our technology
infrastructure is reinforced with multiple layers of preventive and detective controls to
safeguard digital assets and maintain service continuity.
Data protection and privacy compliance are integral to our operations, in accordance
with relevant regulatory frameworks.
Our commitment to a secure and compliant operating environment supports the trust
reposed in us by our customers, regulators, and stakeholders, while enabling operational
resilience and long-term value creation.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned and the Foreign Exchange outgo during the Financial Year
2024-25 is as below:
|
|
(Rs. in Lacs) |
Particulars |
For Year ended March 2025 |
For Year ended March 2024 |
a) Total Foreign exchange earned |
- |
- |
b) Software license expense |
9.89 |
16.57 |
c) Fegal and professional charges (in respect of IPO) |
- |
471.04 |
d) Interest Expense of ECB |
879.80 |
788.62 |
REGULATORY GUIDELINES
During the Financial Year 2024-25, the RBI/NHB has issued various Notifications,
Circulars and Guidelines to Housing Finance Companies.The Circulars and the Notifications
issued by RBI/NHB are also placed before the Board of Directors at regular intervals to
update the Board members on compliance of the same. The company has adhered to all the
Circulars, Notifications and Guidelines issued by RBI/NHB from time to time. The Company
has adopted all the policies as required and recommended by the regulators from time to
time.
The company has been complying with the Master Directions, guidelines and circulars
issued by the Reserve Bank of India, National Housing Bank, Companies Act, 2013, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 the provisions of secretarial standards issued by the
Institute of Company Secretaries of India in respect of meetings of the Board of Directors
and general meetings held during the year.
DIRECTORS
The Board comprises qualified and experienced members from diverse background who
possess the required skills, expertise, and competencies that allow them to make effective
contributions to the Board, its Committees and the Company's decision-making process.
The composition of the Board of Directors of the Company is in conformity with the
provisions of the Companies Act, 2013 ("the Act"), the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Scale Based Regulations issued by RBI
as amended from time to time. The company has an optimum combination of Executive,
Non-executive and Independent Directors.
The Board of Directors of the Company comprises of 8 (Eight) Directors, consisting of 1
(One) Chairman & Non-Executive Nominee Director, 1 (One) Managing Director & Chief
Executive Officer, 4 (Four) Independent Directors (including 2 (Two) Woman Directors), 2
(Two) Non-Executive Directors, as on 31 March, 2025 who bring in a wide range of skills
and experience to the Board.
The Board of Directors of the Company as on 31 March, 2025 are:
Directors |
Designation |
DIN |
Mr. Sudhin Bhagwandas Choksey |
Chairman and Non-Executive Nominee Director |
00036085 |
Mr. Rupinder Singh |
Managing Director & Chief Executive Officer |
09153382 |
Mr. Shailesh J. Mehta* |
Non-Executive Non-Independent Director |
01633893 |
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 KadantotThomas |
Independent Director |
09691435 |
* Mr. Shailesh J Mehta, ceased to be the Director of the Company w.e.f. 01 April, 2025.
The following changes took place in the composition of Board of Directors during the
Financial Year 2024-25:
• The shareholders of the company have passed a special resolution for
continuation of Mr. Shailesh J. Mehta (DIN: 01633893) as a Non-Executive Non-Independent
Director beyond the age of 75 Years, in their Extraordinary General Meeting held on 19
April, 2024.
• The shareholders of the company have approved reappointment of Mr. Sumir Chadha
(DIN: 00040789), who retired by rotation and being eligible, was reappointed, as
Non-Executive Non-Independent Director, in their meeting held on 19 June, 2024.
• The Board of Directors of the Company accepted resignation of Mr. Shailesh J
Mehta as a Non-Executive Non-Independent
Director w.e.f. 01 April, 2025 through Circular Resolution dated 31 March, 2025.
BOARD MEETINGS HELD DURING THE YEAR
During the Financial Year 2024-25, the Board of the Company had met four times on [1]
08 May, 2024; [2] 08 August, 2024; [3] 25 October, 2024; [4] 06 February, 2025. The
maximum time gap between any two Board meetings did not exceed 120 days during the
financial year under review.
COMMITTEES OF THE BOARD
The Company has the following Thirteen (13) Committees which have been constituted in
compliance with the requirements of the business and relevant provisions of applicable
laws and statutes:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Environment, Social, Governance and Corporate Social Responsibility Committee
("ESC & CSR Committee")
4. Risk Management Committee
5. IT Strategy Committee
6. IT Steering Committee
7. Information Security Committee2
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 Elarassment Complaint
13. Special Committee of the Board for Monitoring and Followup of cases of Frauds'
(SCBMF)3
1 The Committee was renamed as ESC & CSR Committee by the Board of Directors
in their meeting held on 09 May, 2025.
2 The Information Security Committee was constituted by the Board of Directors
through circular resolution dated 08 April, 2024.
3 The Special Committee of the Board for Monitoring and Followup of cases of
Frauds (SCBMF) was constituted by the Board of Directors in their meeting held on 25
October, 2024.
The recommendations made by above Committees were accepted by the Board.
The details with respect to the composition, terms of reference, number of Meetings
held, etc. of these Committees are given in the Corporate Governance Report which forms
part of this Report.
KEY MANAGERIAL PERSONNEL (KMP)
During the Financial Year 2024-25, there were no changes in the office of Key
Managerial Personnel (KMP), 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 emphasises good corporate governance by aiming for the highest standards
and actively benchmarking against best practices. Our commitment to governance is
reflected in our continual efforts to develop and refine processes and systems that
enhance our governance framework.
A report on corporate governance as per the SEBI (Listing Obligations & Disclosure
Reguirements) Regulations, 2015 is attached and forms part of this Report as Annexure
2.
A certificate from Mr. JitenderSingh, Practicing Company Secretary, confirming
compliance with corporate governance norms, as stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, is attached and forms part
of this Report as Annexure 3.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION & EVALUATION
The Board on the recommendation of the Nomination & Remuneration Committee adopted
a "Nomination & Remuneration Policy", which includes the criteria for
identifying the persons who are qualified to be appointed as Directors and/ or Senior
Management Personnel of the Company, along with the criteria for determination of
remuneration of Directors, KMPs and other employees and their evaluation and includes
other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013.
The 'Nomination & Remuneration Policy" of the Company is hosted 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.
ANNUAL EVALUATION
The annual evaluation process of the Board, its committees and Individual Directors was
conducted as per the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
The Nomination& Remuneration Committee and Board of Directors carried out the
evaluation of each Director's performance without the presence of the Director concerned
who is being evaluated, Statutory Board Committees on parameters such as composition of
Board and committees, 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 2024-25, Independent Directors of the Company also held
separate meetings to review the performance of the Non- Independent Directors and Board as
a whole and assessed the quality, quantity and timeliness of flow of information between
the 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 forevaluation of different persons, feedback to the persons being evaluated and
action plan based on the results.
DIRECTOR & KEY MANAGEMENT PERSONNEL Retirement by Rotation and Re-appointment
As per Section 152 of the Companies Act, 2013, Mr. Sudhin Bhagwandas Choksey, [DIN:
00036085], Chairman and Non- Executive Nominee Director of the Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself for
reappointment.
Resignation/Retirement of Director
Pursuant to Section 149 (6), Section 152 and Section 161 of the Companies Act, 2013 and
other applicable provisions (including any modification or re-enactment thereof), if any,
of the Companies Act, 2013, the Board of Directors of the Company through Circular
Resolution dated 31 March, 2025 accepted resignation of Mr. Shailesh J Mehta as a
Non-Executive Non-Independent Director w.e.f.01 April, 2025.
Declaration by Independent Directors
The Independent Directors have submitted the Declaration of Independence, stating that
they continue to fulfil the criteria of independence as required pursuant to section
149(6) of the Companies Act, 2013 and Regulations 16 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.
In the opinion of the Board of Directors, the Independent Directors fulfil the
conditions specified in the Act and the rules made there under for appointment as
Independent Directors including the integrity, expertise and experience and confirm that
they are independent of the management.
Disqualifications of Directors, if any:
None ofthe Directors on the Board ofthe Company are disqualified pursuant to the
provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.
Declaration of Fit & Proper Criteria
The company is adhering the Fit and Proper criteria, and the Board of Directors have
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 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.
REMUNERATION TO DIRECTORS
During the Financial Year 2024-25, the Company has not paid any remuneration to
Non-executive Directors except as disclosed in the Financial Statements forming part of
this Report. Sitting fees and Commission have been paid/payable to the Independent
Directors as per the provisions of Companies Act, 2013 details of which have been
presented 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, skill development, 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, and empowerment. Through collaborative efforts and a people centric
approach, we strive to make a lasting difference. 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 Companies Act, 2013.The said policy is available at
https://www.indiashelter.in/investor-relations
The Board constituted the Corporate Social Responsibility Committee in terms of the
provisions of Section 135 of the Act and is chaired by Independent Director.
The Corporate Social Responsibility Committee of the company as on 31 March, 2025
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. SumirChadha |
Non-Executive Non-Independent Director |
00040789 |
During the Financial Year 2024-25, the CSR Committee met two times on 08 May, 2024 and
06 February, 2025.
The attendance record of members is given in the Corporate Governance Report forming
part of this Annual Report.
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached and forms part of this Report as Annexure4
Business Responsibility & Sustainability Report (BRSR)
In terms of Regulations 34(2)(f) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the top 1000 listed entities, based on the market
capitalisation (calculated as on 31 March of every financial year) shall submit Business
Responsibility And Sustainability Report for Financial Year 2024-25 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, 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.
The Company is committed to provide a work environment that ensures that every employee
is treated with equal dignity and respect. The Company has implemented a framework on
prevention of sexual harassment, which is in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company educates
employees regarding Prevention of Sexual Harassment Policy through posters and regular
mailers and also conducts online trainings which form a part of the induction process.
The details of the composition of the Internal Complaint Committees have been disclosed
in the Corporate Governance Report forming part of this Annual Report.
Pursuant to the requirements of 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 of sexual
harassment during the Financial Year 2024-25 are as under:
Particulars |
Number of Complaints |
Number of complaints of sexual harassment received during the year |
NIL |
Number of complaints disposed off during the year |
NIL |
Number of cases pending for more than ninety days |
NIL |
Compliance with the Maternity Benefit Act, 1961
During the Financial Year 2024-25, 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 constituted 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 that provides structured guidance on the
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 in identifying key risk areas—credit, market, operational, and strategic
risks—and deploying mitigation frameworks that are agile and responsive to the
evolving business environment.
In line with Clause 51 of Chapter IX - Corporate Governance of the Non-Banking
Financial Company-Housing Finance Company (Reserve Bank) Directions, 2021, the Company has
the Chief Risk Officer (CRO), responsible for driving the enterprise-wide risk agenda and
ensuring independent risk monitoring and reporting.
During the Financial Year 2024-25, the Risk Management Committee actively evaluated the
risk landscape of the Company. This included periodic reviews of key risk indicators,
conducting root cause analyses of identified issues, and assessing the effectiveness of
the mitigation controls implemented. The Committee provided strategic direction on
strengthening the Company's risk posture, with a particular focus on enhancing resilience
and preparedness in a dynamic macro-financial environment.
During the Financial Year 2024-25, the Risk Management Committee reviewed the risks
associated with the business of the Company, undertook its root cause analysis and
monitored the efficacy of the measures taken to mitigate the same.
HUMAN RESOURCES DEVELOPMENT
The company believes in the value of human capital and implements policies that create
long-term social and economic benefits for employees and their families. We follow a three
pronged strategy: Get, Keep, and Grow. This ensures we attract, retain, and nurture top
talent effectively. As of 31 March, 2025, the Company had 3,818 employees on its payroll
compared to 3,323 employees as on 31 March, 2024.
PARTICULARS OF EMPLOYEE RELATED DISCLOSURES
The company grants Employee Stock Options, 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
by them in the success of the Company.
The details of the ESOP plan form part of Note No. 47 of the Financial Statements in
this Annual Report.
In terms of Regulation Hof Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations 2014, the disclosures with respect to the ESOP Schemes have been
provided on the website of the Company.
The disclosure with respect to remuneration as required under section 197 of the
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is available on the Company's website. The statements
prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,
2014 are available for inspection by the shareholders at the registered office of the
Company during the business hours on all working days of the Company up to the date of the
forthcoming Annual General Meeting.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism implemented through Whistle Blower Policy, under
which Directors, employees and other stakeholders are free to report violations of
applicable laws and regulations. The Chairman of the Audit Committee has direct access to
all complaints raised under this mechanism. The policy is hosted on the website of the
Company at https://www. indiashelter.in/investor-relations
The Company has also provided the facility to all the employees of the Company to
report any suspected, alleged or actual fraud without disclosing their identity. A
dedicated Email ID - Whistleblowing@indiashelter.in has been made for this purpose which
acts as a single point of contact for all the employees.
Further, there were no report under sub section (12) of section 143 of the Companies
Act has been filed by the Statutory Auditors as prescribed under Rule 13 of the Companies
(Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the
date of the report.
As regards fraud on the Company, 1 (One) fraud has been reported as disclosed in Note
No. 44.31 of the Financial Statements.
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 to regulate, monitor and report trading by insiders in
securities of the Company in accordance with the provisions of SEBI (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 the purchase or sale of securities
of the Company while in possession of unpublished price sensitive information in relation
to the Company and during the period when the trading window is closed.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 Com pa ny
at httpsV/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 2024-25, with the related parties were on arm's length basis and were in
the ordinary course of business. There were no materially significant related party
transactions with promoters, directors, key managerial personnel or other designated
persons, which may have a potential conflict with the interest of the Company at large.
The particulars of every contract or arrangement entered into by the company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
have been disclosed in Form No. AOC-2 as attached, which forms part of this Report as Annexure
6. The Company has framed a policy named as "Policy on Materiality of Related
Party Transactions and on Dealing with Related Party Transactions" as per Master
Direction - Non-Banking Financial Company - blousing Finance Company (Reserve Bank)
Directions, 2021 which is hosted on the website at https://www.
indiashelter.in/investor-relations.
INTERNAL AUDIT & INTERNAL CONTROLS OVER FINANCIAL REPORTING
As per the provisions of section 134(5)(c) of the Companies Act, 2013, the Directors
have an overall responsibility for ensuring that the Company has implemented strong
systems/ framework of internal financial controls to provide them with reasonable
assurance regarding the adequacy and operating effectiveness of Controls with regards to
reporting, operational and compliance risks.
The Company has adequate internal controls and processes in place with respect to its
financial statements which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. These controls and
processes are driven through various policies, procedures, and certifications. The
processes and controls are reviewed periodically. The Company has a mechanism of testing
the controls at regular intervals for their design and operating effectiveness to
ascertain the reliability and authenticity of financial information.
The Company has Independent Internal Audit function, to plan and conduct the Risk Based
Internal Audit of various functions and locations of the Company, which is responsible for
independently evaluating the adequacy and effectiveness of all internal controls, risk
management, governance systems and processes.
Significant audit observations and follow up actions thereon are reported to the Audit
Committee on quarterly basis. The Audit Committee reviews and monitors the remedial
actions to ensure its overall adequacy and effectiveness. The Company has implemented all
the recommendations of Audit Committee.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
Since the Company is a Housing Finance Company, the disclosure regarding particulars of
loans given, guarantees given and security provided in the ordinary course of business is
exempted under the provisions of Section 186(11) of the Companies Act, 2013.
However, the details of loans, guarantees, and investments made as required under the
provisions of Section 186 of the Act and the rules made thereunder are set out in the
Notes to the Standalone Financial Statements of the Company.
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 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 2024-25, 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 SECTION 197(14) OFTHE COMPANIES ACT, 2013
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 2024-25, the Company neither made/ had any application
against the company nor any proceedings are pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 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 ATTHETIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THEREASONSTHEREOF
During the Financial Year 2024-25, 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
The Company has not transferred any amount to Investor Education and Protection Fund
during the year under review, since nothing remain unpaid or unclaimed during the current
year or during the period of past 7 years.
WEBSITE DISCLOSURES
The company has made its disclosures on its website www. indiashelter.in. All the
regulatory disclosures, compliances, public notices and policies have been regularly
updated.
ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 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 Companies Act, 2013 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
Obligations & Disclosure Requirements) Regulations, 2015, is attached and forms part
of this Report as Annexure 7
DIRECTORS'RESPONSIBILITY STATEMENT
In terms of sub-section (5) of Section 134 of the Companies Act, 2013, we, the
Directors of the Company, state in respect of Financial Year 2024-25 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 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 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
As per provisions of Section 139,142 and other applicable provisions of the Companies
Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, and RBI
guidelines dated 27 April, 2021 and other relevant provisions including any statutory
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 Genera Meeting of the Company.
AUDITORS'REPORT
The Statutory Auditors Report is unqualified. The Statutory Auditors have not made any
adverse comments on the working of the Company. 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 SUB-SECTION (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
In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, Mr. Jitender Singh
(Membership No.: A33610 & CP: 26612) was appointed as Secretarial Auditor to conduct
the Secretarial Audit of the Company for the Financial Year 2024-25 by the Board of
Directors in their meeting held on 06 February, 2025. The Company has provided all
assistance and facilities to the Secretarial Auditor for conducting their audit. The
Report of Secretarial Auditor for Financial Year 2024-25 is attached and forms part of
this Report as Annexure 8. The report is self- explanatory and there were no
qualifications in the Auditor's Report.
Further, Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013,
read with Rule 9 of the Companies (Appointment and Remuneration of Manageria Personnel)
Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended
the appointment of Mr. Jitender Singh, Practicing Company Secretary (Membership No.:
A33610&CP: 26612) as the Secretarial Auditor of the Company for a term of 5 (Five)
consecutive years from the Financial Year 2025-26 till Financial Year 2029-30, subject to
the approval of the shareholders at the ensuing Annual General Meeting.
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 orders passed by the Regulators / Courts /Tribunals which would impact
the going concern status of the Company and its future operations.
However, during the Financial Year 2024-25, the Company was levied a penalty of Rs.
68,000/- (excluding GST) each from both the Stock exchanges, National Stock Exchange of
India Limited and BSE Limited for Non-compliance with the provisions of ( (imposition of
Nomination and Remuneration Committee under Regulation 19(1)/ 19(2) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The fines so levied were
waived off later by the Stock exchanges upon reasonable justifications given by the
Company.
APPRECIATION
The Directors wish to place on record their appreciation and sincerely acknowledge the
contribution and support from shareholders, customers, debenture holders, debenture
trustees, Central and State Governments, Bankers, Reserve Bank of India, National Flousing
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 Agents, Credit Rating Agencies and other
Statutory and Regulatory Authorities for the kind cooperation 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 of |
|
India Shelter Finance Corporation Limited |
|
Sd /- |
Sd/- |
Mr. Sudhin Bhagwandas Choksey |
Mr. Rupinder Singh |
Chairman and Non-Executive Nominee Director |
Managing Director and Chief Executive Officer |
DIN:00036085 |
DIN:09153382 |
Place: Indore |
Place: Indore |
Date: 09 May, 2025 |
Date: 09 May, 2025 |
|