DIRECTORS' REPORT

The Board of Directors of Aadhar Housing Finance Limited ("your Company" or "the Company" or "Aadhar Housing" or "AHFL")

are pleased to present the 35th (Thirty- Fifth) Annual Report and the Audited Financial Statements (Standalone and Consolidated) of your Company for the financial year ended March 31, 2025 ("financial year under review"). Your Company is a Housing Finance Company registered with National Housing Bank ("NHB") and regulated & controlled by Reserve Bank of India ("RBI") and supervised by NHB. Aadhar Housing is engaged in providing housing finance to the lower income segment of the society. Aadhar Housing is currently operating out of twenty-one states and union territories of India with a branch network of over 580 branches and there is no change in business of the Company during the financial year 2024-2025.

1. Financial Performance of AHFL (Standalone):

About AHFL:

• The Company is focused on low-income segment (ticket

size less than Rs 15 Lakhs) with an AUM of ' 25,531 crores.

• Low concentration risk due to wide geographical presence: Presence across 21 states and union territories with diversified exposure across locations; no single state contributes to more than 14% of AHFL's AUM.

• 100% secured retail advances with an average ticket

size of ' 10.3 Lakhs, high share of low-risk salaried customers viz. 56% of AUM and moderate LTV ratios of 59% and majority of the mortgage portfolios satisfy the Priority Sector Lending criteria prescribed by RBI/NHB.

• 17,000 Aadhar Mitra's (including 2000 Mahila Aadhar Mitras) help in building out a low cost and wide distribution network.

• High asset quality: The Gross NPA on AUM stood at 1.05% for the year ended March 31, 2025. Provision Coverage Ratio on NPA Assets (Stage 3B carrying value) at 34.54%.

• Strong liquidity: High liquid assets/cash & bank balances

of ' 2,100 crores as at March 31, 2025 in addition to unutilized Banks' sanction lines.

2. Major Developments during the year

During the year the Company launched its public offering, comprising a fresh issue of ' 10,000 million ("Fresh Issue") and an offer for sale of ' 20,000 million ("Offer for Sale"). The issue opened on May 08, 2024 with a price band of ' 300 - ' 315 per equity share and closed on May 10, 2024, oversubscribed by 26 times.

The IPO Committee of the Company at its meeting held on May 13, 2024, approved the allotment of 31,763,535 equity shares and transfer of 63,492,063 equity shares comprising total of 95,255,598 Equity Shares at the Offer price of ' 315 per Equity Share (including a premium of ' 305 per Equity Share), aggregating to ' 30,000 million, pursuant to the Offer in accordance with provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). Further, a discount of ' 23 per Equity Share was offered to the Eligible Employees bidding in the Employee Reservation Portion, in accordance with SEBI ICDR Regulations. The Company's equity shares got listed on BSE Ltd ("BSE") & National Stock Exchange of India Limited ("NSE") (collectively referred to as “the Stock Exchanges”) on May 15, 2024.

Subsequently, pursuant to the in-principle approvals granted by BSE and NSE on July 03, 2024 and July 09, 2024, eligible employees have exercised the stock options vested to them under Aadhar Housing Finance Limited - Employees Stock Option Plan 2018 ("ESOP 2018") and Aadhar Housing Finance Limited - Employee Stock Option Plan 2020 ("ESOP 2020"). Consequently, the paid-up share capital of the Company increased from ' 4,265,185,050 as on May 15, 2024 to ' 4,313,844,590 as on March 31,2025.

During the year, the Company has issued unlisted NonConvertible Debentures of INR equivalent to USD 60 million to Asian Development Bank. Further, the Company has also availed its maiden External Commercial Borrowing (ECB) of USD 50 million at competitive pricing. The ECB has been fully hedged for the entire tenure of the facility.

3. Initiatives towards funding of the Green Housing Projects

Your Company and International Finance Corporation ("IFC"), a member of the World Bank Organization, are collectively engaging for developing a Green Affordable Housing value proposition in the self-construction segment and creating a roadmap for launching this proposition in full scale.

A green home is one that reduces expenditure on electricity and water so you can save at least 20% on your electricity and water bills and it provides a healthier indoor environment and does not harm the planet.

The following green initiatives were taken during the FY 2024-25

• Successful implementation of green home product across 12 regions apart from pilot region and defined objective, roles, and targets for the regions.

• Design and implementation of training module on managing unconscious bias and gender sales.

• Successful implementation of green home product marketing within the regions.

• Green Home awareness sessions with Suppliers, Developers, and internal participants across multiple regions with more than 500 participants.

• Successful empanelment of certification agency for green homes.

• Successfully completion of 1st Batch in Green Homes on Feb -24.

• Successful distribution of Green Home certificates and subsidy amount as a benefit to the certified homes as Green.

• Training on CAFI tool to report development - How CAFI interfaces and interacts with EDGE to measure and monitor impact of affordable green housing finance.

Through this project, the Company and IFC aim to educate and help the under served section of the society, benefit from the environment friendly and cost-efficient housing.

Key Highlights:

• A total of 70 projects have been certified under the green building initiative in FY 2024-25.

• Karnataka leads significantly with 44 certified projects, showcasing strong adoption of green building practices in the region.

• Other regions such as Rajasthan, Gujarat and Tamil Nadu have also shown active participation.

This initiative continues to support our ESG (Environmental, Social, Governance) goals and enhances the long-term sustainability of our lending portfolio.

4. Management Discussion and Analysis Report

I n accordance with the applicable provisions of the Master Direction issued by the Reserve Bank of India for Housing Finance Companies, a detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. Changes in the Directors and Key Managerial PersonnelBoard of Directors ("the Board")

• The Members at the Annual General Meeting of the Company held on September 14, 2024, considered and approved the appointment of Dr. Punita Kumar Sinha (DIN : 05229262) as an Independent Director, for a period of five years w.e.f. August 07, 2024 to August 06, 2029.

• The term of Dr. Nivedita Haran, Independent Director (DIN: 06441500) has expired at the conclusion of the 34th Annual General Meeting (AGM). The Board places on record its appreciation for the invaluable services rendered by Dr. Haran during her tenure as Independent Director of the Company.

• Pursuant to Section 152 of the Companies Act, 2013 ("Act"), Mr. Prateek Roongta (DIN: 00622797), NonExecutive (Nominee) Director retires from the Board by rotation and being eligible, offers himself for reappointment at the ensuing 35th Annual General Meeting of the Company. ¹

Independent Director (DIN:03546341). Subject to the approval of Members of the Company at the ensuing AGM, it is proposed to appoint Mr. Raj Vikash Verma as Independent Director of the Company for a period of 5 years with effect from May 06, 2025 to May 05, 2030.

• The Nomination and Remuneration Committee of the Company and the Board of Directors have recommended the appointment/ re-appointment of Mr. Raj Vikash Verma and Mr. Prateek Roongta. A detailed profile of the Directors seeking appointment / re-appointment is provided in the Notice of the 35th Annual General Meeting of the Company.

Key Managerial Personnel

During the financial year under review, there were no changes in the Key Managerial Personnel of the Company.

6. Share Capital Structure:

Your Company's capital structure as at March 31,2025 is given in the below table:

Changes in Capital Structure and shareholding position:

During FY 2024-25, your Company successfully launched an Initial Public Offer by way of an offer for sale of 63,492,063 Equity Shares by the promoter of the Company, BCP Topco VII Pte. Ltd. ("Promoter Selling Shareholder") aggregating to ' 20,000 million, ("Offer for Sale") and further a fresh issue of 31,763,535 Equity Shares by the Company aggregating to '10,000 million ("Fresh Issue"). Consequently, the issued, subscribed and paid-up share capital increased from ' 3,947,549,700 as on March 31, 2024 to ' 4,265,185,050 as on May 15, 2024.

Subsequent to the Initial Public offer, eligible employees exercised their stock options resulting in allotment of 4,865,954 equity shares of the Company during the year. As a result, the paid-up Equity Share capital of the Company stands increased from ' 4,265,185,050 as on May 15, 2024 to ' 4,313,844,590 as on March 31, 2025.

As a result of the above, the promoter shareholding reduced from 98.72% as on March 31, 2024 to 75.61% as on March 31, 2025.

Strong Parentage of the BCP Topco VII Pte. Ltd. (A Blackstone Group entity)

The Company enjoys a strong parentage of our Promoter Company and benefits from the resources, relationships and expertise of Blackstone, one of the world's leading investment firms. Blackstone's asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, noninvestment grade credit, real assets and secondary funds, all on a global basis. Through its different businesses, Blackstone had total assets under management of over USD 1.20 trillion as of March 31, 2025. Currently, the Board of Directors of the Company has 3 Nominee directors from the Promoter group.

^Includes 26,100 bonus shares kept in abeyance in the Unclaimed Suspense Account of the Company pertaining to shareholders who are holding shares in physical form and have not yet provided their demat account details.

Post listing of the equity shares, the Company uploads the shareholding pattern as on the end of each quarter on the websites of the Stock Exchanges as required under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Financial Performance7.1 Financial summary and highlights of the Company:

Your Company takes pleasure in presenting the standalone and consolidated reports on the operational and business performance, along with the audited financial statements for the financial year ended March 31, 2025.

Financial summary and highlights of the Company are given as following :

b) Your Company provides for Non-Performing Assets (NPAs) using the Expected Credit Loss Model prescribed under Ind AS 109.

c) Your Company's gross loan assets are ' 20727.13 crores as at March 31, 2025 (' 17111.15 crores as at March 31, 2024). Your Company is carrying an impairment

allowance of ' 243.03 crores as at March 31, 2025 (' 208.21 crores as at March 31, 2024). The ECL provision coverage ratio on Stage 3B (NPA Assets) is 34.54% as at March 31, 2025 (41.36% as at March 31, 2024).

e) Based on the current information available, the Company has estimated various scenario analysis and applied management overlays based on the policy approved by the Board, while arriving at the provision for impairment of financial assets which the Management believes is adequate. As at March 31, 2025, your Company is carrying a management overlay provision of ' 58.51 crores.

The provision under the Expected Credit Loss Model is higher than the Income Recognition and Prudential Norms by ' 79.10 crores.

8. Resource Mobilisation:

Your Company's Resource Planning Policy has been approved by the Board. The Company has obtained approval for borrowings vide special resolution passed by the shareholders at their Annual General Meeting held on September 14, 2024 under Sections 42, 71, 180(1)(c) read with 180(1)(a) of the Act or other applicable provisions and has authorised the Board of Directors / Management Committee to raise or borrow any sum or sums of money (including non-fund based facilities) by way of loan(s) in rupee currency and/or foreign currency from various borrowing sources up to an amount of ' 20,000 crores (Rupees twenty thousand crores) or up to 12 times of Net Owned Fund (NOF) of the Company whichever is lower, as per provisions of Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (“RBI Master Directions”) and other applicable Directions/ Notification/ Circulars/Guidelines issued by RBI/ NHB.

The borrowings comprised of 53.33% from banks, 2.61% from External Commercial Borrowings, 22.93% from National Housing Bank, 21.13% from Non-Convertible Debentures ("NCD”) as at March 31, 2025. There has been no deviation in the utilisation of issue proceeds of secured redeemable NCD from the objects as stated in the private placement memorandum.

Your Company endeavors to gradually reduce its reliance on the borrowings from banks and focus on capital market instruments and other funding avenues with lower funding costs depending upon the opportunities available in the market.

Another strategy adopted by the Company, to keep a balanced ALM, was to enter into strategic partnership with banks that are keen on good-quality assets and assign long-tenor receivables to them at mutually beneficial terms.

(b) Loans from Banks:

As at March 31, 2025, your Company had relationships with 24 banks. Your Company continued to leverage on its long term relationships with these banks and raised additional term loans from banks to the extent of ' 2,435 crores during the year at competitive rates. Total outstanding borrowing from banks as at March 31,2025 aggregated to ' 8,704 crores.

(c) Refinance from National Housing Bank(NHB):

The NHB Refinance department has sanctioned Refinance facility to the Company under various schemes for a term ranging from 7 years to 15 years repayment tenure.

During the year, your Company has availed refinance facility of ' 1,100 crores from NHB. As on March 31,2025 the outstanding balance on NHB Refinance amounts to ' 3,742 crores.

9. Borrowings through other Debt Instruments and Resource Mobilisation:-(i) Secured Redeemable Non-Convertible Debentures (NCDs)

As at March 31, 2025, your Company's outstanding Secured NCDs issued under Initial Public Offer stood at 2,12,353 NCDs aggregating to ' 21.23 crores, held by 1,156 NCD holders. Your Company has duly paid the principal/interest amounts on due dates for the NCDs public issue and has timely intimated BSE/ debenture trustees.

During the financial year under review, your Company raised ' 1,052 crores by way of issue of 1,05,180 Senior, Secured, Rated, Redeemable, Non-Convertible Debenture on private placement basis, as per the applicable provisions of relevant circulars issued by Securities and Exchange Board of India. The Company has completed the allotment process within the prescribed time-limit.

As at March 31, 2025, your Company's outstanding secured NCDs under private placement were ' 3377.40 crores at face value. The necessary disclosures for the listed NCDs as per SEBI Master Circular no. SEBI/ HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 ("SEBI Circular”) has been disclosed to BSE Ltd. and are available at the website of the Company. In FY 25, the Company has met the shortfall towards issuance of NCD's of the previous financial year as per the SEBI Regulations. However, the Company could not raise the required percentage of current year's borrowings through issuance of NCDs, due to unfavorable pricing for debt market as compared to bank borrowings.

The SEBI vide its circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 has revised the framework for fund raising by issuance of debt securities by large corporates (LCs) by revising the criteria for identification as Large Corporate and the requirement of mandatory qualified borrowing by an LC in a FY shall be met over a contiguous block of three years from FY 2025 onwards. It has also provided certain dispensation to Companies recognised as Large Corporates under erstwhile criteria. Accordingly, the Company endeavored to comply with the requirement of raising 25% of its incremental borrowings done during FY 2024-25 by way of issuance of debt securities over a contiguous block of three years from FY 2024-25.

Further, your Company has made timely payment of interest and principal amount on the respective due dates for NCDs issued by the Company and there has been no default in payment.

(ii) Unsecured Subordinated Non-Convertible Debentures:

As at March 31, 2025, your Company's outstanding unsecured subordinated debts were ' 60 crores at face value. The debt is subordinated to present and future senior debt of your Company. Your Company has duly paid the interest amount due on the aforesaid NCDs on time and reported the same to BSE Ltd. and the Debenture Trustees without any delay/default.

(iii) Commercial Paper:

During the financial year under review, the Company

has raised ' 250 crores through commercial papers which was duly paid on the due date and there were no outstanding commercial papers as on March 31, 2025.

(iv) Direct Assignment of Mortgage Pool Receivables:

Majority of the Company's loan book portfolio qualifies under the Priority Sector Lending (PSL) mortgage loan portfolio, as per the notification issued by RBI from time to time. During the financial year under review, the Company has assigned/co-lent receivables of its mortgage loan assets aggregating to ' 1,725 crores, being investors' share. Total assigned pool outstanding as at March 31, 2025 was ' 4,954 crores.

(v) Security Coverage for the Borrowings:

The security details of the aforesaid secured borrowings made by the Company are mentioned at Note No. 15 and 16 in the Notes to accounts forming part of the Audited Financial statements for the year ended March 31, 2025.

The Company has not provided any gold loans or does not provide loans against the security of gold or other precious metals or ornaments during the financial year 2024-25.

12. Risk Management Framework and Monitoring:

The existence of every financial institution depends on how effectively it manages the risks. Aadhar Housing recognises that risk management is integral to sound business practices and hence implemented enterprise-wide risk management framework. Effective risk management leads to informed decision-making within the organisation's risk appetite. In this regard, risk management forms part of the continuous improvement process to mitigate risks and maximise opportunities.

Risk Management is the culture, processes and structure that are directed towards realizing potential opportunities whilst managing adverse effects. Aadhar Housing is committed to manage its risk in a proactive manner and adopts a structured and disciplined approach to risk management by developing and implementing risk management program.

Aadhar Housing's risk management was deepened across all management levels and functional areas. Risk management roles were distributed across the Board of Directors, Audit Committee and Risk Management Committee. The Chief Risk Officer is responsible for enterprise risk and review, analysing, monitoring and reporting of all significant risk areas to the Risk Management Committee and the Board.

Aadhar Housing has the Risk appetite framework approved by the Board of Directors which covers various types of risk the organisation is exposed to and also clearly defines the boundaries for risk acceptance. There is a clear understanding of our desired risk appetite. As a part of the process, the framework undergoes a change depending on the changing external/internal environment. This ensures understanding and measuring the risk the organisation is/would be facing. Further, Aadhar Housing has well defined reporting mechanism to report the stressed Risk Appetite Parameters and escalation & reporting mechanism to tackle it.

The Company recognises the identification of risk as a very critical function in managing and mitigating risk. The key pillars behind risk mitigation include:

- Regular Executive Risk Management Committee

- Robust policies & standards

- Use of fraud databases, screening documents and field visits to contain potential frauds.

- Regular monitoring of key risk indicators

- Regular monitoring & testing of risk control matrix

- Risk Containment Unit (RCU) carried out real time screening of files, keeping track of adverse trend in various locations and guidance to field teams.

13. Internal Audit Control & Reporting:

The Company's Internal Audit department is led by the Head - Internal Audit and supported by team of qualified chartered accountants, experienced internal auditors and functional experts. The Risk Based Internal Audit Policy and Risk Based Internal Audit Plan are approved annually by Audit Committee. All the significant findings of internal audit and action taken thereon are discussed in the Audit Committee of the Board.

Periodic branch audits, continuous concurrent audits and risk based process audits, information systems and information security audits are part of internal audit annual plan. Company's internal controls are reviewed for effectiveness and efficiency by the internal audit.

14. Insurance Cover facilities:

Your Company also has in place a Mediclaim policy for its employees and their dependent family members to cover against hospitalisation, group term life and group personal accident policies, which provides compensation in case of accidents and hospitalisation due to illness.

Moreover, your Company has obtained the Fire & other Perils Policy for its assets, the Protection against money in safe/ transit policy to cover 'money in safe and till counter and money in transit' for the Company's branches and various offices.

Your Company also has taken an insurance policy covering various cyber risks including data protection.

As per the provisions of the Act and in compliance with Regulation 25(10) of the SEBI LODR Regulations, the Company has taken a D&O Liability Insurance policy on behalf of all Directors including Independent Directors and officers of the Company for such quantum and for such risks as determined by the Board.

15. Fixed Deposits ("FD") program:

Pursuant to the instructions issued by NHB as a condition for approval of the change in control & management of the Company, the Company has stopped accepting any fresh or renewal of deposits from public from May 2019. Your Company's FD programme is rated, CARE AA (stable) by CARE Ratings Ltd. As on March 31,2025, your Company's outstanding FDs including accrued interest (excluding unclaimed matured deposit) are Rs. 0.54 Cr. The Company is regular in payment of interest and maturity amount dues to depositors without any delay or default. The Company has maintained SLR security deposits with Government Bonds/Fixed Deposits for amount more than the stipulated requirements by the Regulators for repayment of these deposits as and when required by the depositors.

As per para 44 of RBI Master Directions, the details of Company's unclaimed matured public deposit accounts of depositors, after the date on which the deposit became due for repayment and the total amount due under such unclaimed/ unpaid accounts as on March 31, 2025 are mentioned below :

a. Total 153 nos. of accounts of fixed deposits of the Company which have not been claimed by the depositors after the date on which the deposit became due for repayment.

b. Total amount of ' 22,88,422 is due, under such accounts remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid.

For the unclaimed deposits as mentioned above, the Company has taken the following actions:-

i) Postal letters dispatched to FD holders, to intimate that, deposits are matured and asking them to submit the FD certificate for repayment of the same through NEFT/ RTGS mode.

ii) The Company also contacted the depositors or nominee or sourcing agent through our local branches, requesting them to submit the FD certificates, duly discharged and get the maturity payment.

The Company also sends SMS communications to depositors, prior to 14 days of maturity and post maturity till the deposits are claimed for payment by the FD holder.

16. Unclaimed/ Unpaid Dividend & Deposits:

During the financial year under review, your Company transferred unclaimed dividend of ' 78,506/- for the Financial Year 2016-17 on September 19, 2024 to the Investor Education and Protection Fund ("IEPF”), established by the Central Government. During the financial year under review, no shares were transferred by the Company to IEPF. Your Company has duly complied with all applicable provisions of Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) regarding Unclaimed/ Unpaid Dividend & Deposits.

17. PMAY 2.0 Urban - Interest Subsidy Scheme (ISS)

The Ministry of Housing and Urban Affairs (MoHUA), Government of India is implementing the Interest Subsidy scheme "ISS” under Pradhan Mantri Awas Yojana - Urban 2.0 (PMAY-U 2.0) to support the eligible beneficiaries by providing the interest subsidy on Home Loans and to address the housing needs of the economically Weaker Sections (EWS)/Low Income Group (LIG)/and Middle Income Groups (MIG) segments in Urban areas.

The ISS envisages the provision of interest subsidy on home loan to enable EWS/LIG/MIG borrower/beneficiary to buy or construct the house.

This PMAY scheme was implemented through 4 verticals:-

i) Beneficiary lead construction, (BLC)

ii) Affordable Housing in partnership (AHP)

iii) Affordable Rental Housing. (ARH)

iv) Interest Subsidy Scheme (ISS)

PMAY 2.0 claim and Disbursement Status as on March 31, 2025:-

Aadhar Housing has also executed MOU for availing benefits under various Schemes of PMAY 2.0 ISS with National Housing Bank on November 05, 2024. The Company has submitted the claim for subsidy to NHB from time to time under the PMAY scheme.

(i) Total PMAY claim submitted in PMAY 2.0 ISS till March 31, 2025 is for 481 loan accounts.

iii) Till March 31, 2025, NIL subsidy has been released for PMAY 2.0 ISS.

18. Reserve Bank of India ("RBI") Regulations/ Directions:

Your Company has also adopted a Co- Lending Policy as per the Reserve Bank of India circular no. RBI/2020-21/63 FIDD. CO.Plan.BC.No.8/04.09.01/2020-21 dated November 05, 2020 to define framework for entering into Co-Lending Model arrangements with banks/financial institutions as partners to improve the reach to customers. The policy has been reviewed by the Board at its Meeting held on May 29, 2024.

All the Directors meet the fit and proper criteria stipulated under the RBI Master Direction, as amended from time to time.

There have been no delays in filing the necessary disclosures, returns and necessary forms with respect to Foreign Direct Investment for the financial year under review. The fines/ penalties levied by the RBI during the year 2024-25 have been provided in Secretarial Audit and Secretarial Compliance Report section of the Board's report.

19. National Housing Bank Regulations:

Your Company is having a valid NHB License for carrying on business of Housing Finance Company, bearing revised registration certificate No. 04.0168.18, dated April 05, 2018 (being latest registration post change in name after merger was completed) and further the Company has complied with the provisions of NHB Directions/ circulars, as applicable. The circulars and the notifications issued by NHB are also placed before the Audit Committee/ Board of Directors at regular intervals to update the Committee/ Board members on the compliance of the same. Various inspection observations of NHB were satisfactorily complied and resolved and reported to the Board.

As per the Master Circular- Returns to be submitted by Housing Finance Companies (HFCs) and various Circulars/ Guidelines/ Notifications issued by NHB, the Company has duly complied and submitted all the required monthly/ quarterly/ half yearly NHB reports/ returns, intimation of opening/ closing (shifting/relocation/merger) of branches/ offices within prescribed time-limit during the FY 2024-25.

The Company is regular in filing the online returns on the Centralised Reporting and Management Information Systems (CRaMIS) portal of NHB.

The Company being a financial institution is also registered for taking SARFAESI Action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”) and the same has been notified by NHB.

20. Capital Adequacy and Transfer to Special Reserve

As per the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, the Company is required to maintain a minimum capital adequacy of 15% on a stand-alone basis. The following table sets out Company's Capital Adequacy Ratios as at March 31, 2025, 2024 and 2023:

The Capital Adequacy Ratio (CAR) of your Company was at 44.61% as on March 31, 2025, as compared to the regulatory requirement of 15%. In addition, the National Housing Bank Act, 1987 also requires that your Company transfers minimum 20% of its annual profits to a Special Reserve fund, which the Company has duly complied.

21. Principal Business Criteria for HFC's

“Housing Finance Company” shall mean a Company incorporated under the Companies Act, 2013 that fulfils the following conditions:-

a. It is an NBFC whose financial assets, in the business of providing finance for housing, constitute at least 60% of its total assets (netted off by intangible assets).

b. Out of the total assets (netted off by intangible assets), not less than 50% should be by way of housing financing for individuals.

RBI vide its circular number RBI/2020-21/73/DOR.FIN.HFC. CC.No.120/03.10.136/2020-21 dated February 17, 2021 updated on February 27, 2025 defined the principal business criteria for HFC's. The Company has complied and is meeting the aforesaid principal business criteria for HFC.

22. Insurance Regulatory and Development Authority of India (IRDAI):

The Company is registered with IRDAI as Corporate Agent -Composite bearing registration number CA0012 with validity till March 31, 2028. The Company has Corporate Agency agreement executed with the insurers : Pramerica Life Insurance Limited, Navi General Insurance Limited and Bajaj Allianz General Insurance Company Limited.

During the FY 2024-2025, the Company has complied with Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015 and all other relevant regulations / circulars and guidelines issued by IRDAI. Also, the Company has duly filed/ submitted various returns, reports and intimations within the prescribed timelimit. No penalties/fine was levied by the IRDAI during the FY 2024-2025.

23. Trade Marks Registration for the Company:

Aadhar Housing owns a combination of trademarks to establish and protect our brands, logos, and marketing designs. The Company has 13 trademarks registered with the Registrar of Trademarks under the Trademarks Act.

24. Fair Practice Code, KYC norms, Anti Money Laundering standards and Policy for prevention, prohibition and Redressal of Sexual Harassment:

The Fair Practice Code, KYC Norms and Anti Money Laundering (AML) Standards as per the guidelines issued by the NHB/RBI from time to time are invariably adhered to and duly complied by the Company. The Company has put in place Board approved robust Know Your Customer (KYC) & Anti Money Laundering (AML) Measures Policy (“KYC & AML Policy”) for compliance by the branches and the same is reviewed by the Board periodically. The Internal Auditors conducted the audits of the branches to ensure adherence of these AML standards during the financial year under review. The quarterly reporting under KYC & AML policy has been submitted to NHB within the due dates for intimation.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder (“the POSH Act") for prevention, prohibition and redressal of complaints of sexual harassment at workplace. The Company has also constituted an Internal Committee (IC) in compliance with Section 4 of the POSH Act.

During 2024-25, the Company has received one complaint on sexual harassment which has been investigated and addressed with appropriate action as per the Policy.

25. Internal Financial Control Measures/System:

The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an Internal Audit Department which is responsible for independently evaluating the adequacy and effectiveness of all internal controls, risk management, governance systems and processes and is manned by appropriately qualified personnel. The Internal Audit Department during the course of audit also ascertains the extent of adherence to regulatory guidelines, legal requirements and operational processes and provides timely

feedback to the Management for corrective action. Internal Audit reports are discussed with the management and all significant internal audit findings and action taken thereon are discussed in the Audit Committee of the Board. Audit Committee of the Board reviews the performance of the internal audit and the adequacy and effectiveness of the internal control systems and compliance with regulatory guidelines.

26. Auditors

Statutory Auditors, their Report and Notes to Financial Statements

The Statutory Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

M/s. Walker Chandiok & Co LLP concluded their tenure as the statutory auditors of the Company upon the completion of their term at the 34th Annual General Meeting held on September 14, 2024. At the same Meeting, M/s S. R. Batliboi & Associates LLP, Chartered Accountants were appointed as Joint Statutory Auditors of the Company for a period of 3 years till conclusion of the Annual General Meeting to be held for FY 2026-27.

M/s. Kirtane & Pandit LLP, Chartered Accountants and M/s S. R. Batliboi & Associates LLP, Chartered Accountants continue to be the joint auditors of the Company.

Secretarial Audit and Secretarial Compliance Report :

The Board of Directors of the Company had appointed M/s Aashish K. Bhatt & Associates, Company Secretaries, Mumbai, (Membership Number - ACS 19639 and Certificate of Practice Number -7023) as Secretarial Auditor, pursuant to section 204(1) of Act. The Secretarial audit report in Form MR- 3 for financial year 2024-25 forms part of this Board's report.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the financial year 2024-25 except for non-compliance under Regulation 60 of the SEBI LODR Regulations for delay in intimation of record date to BSE, non-compliance pertaining to the composition of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee during certain period of the year and delay in circulation of signed minutes. The Company has duly complied with the provisions of composition of all the Committees as on November 06, 2024. The delay in intimation of record date to the Stock Exchange as required under regulation 60 of the SEBI LODR Regulations was only for one day due to inadvertent mistake of including public holiday and the Company has paid fine of ' 10,000 to BSE Ltd as per the notice levying fine dated December 02, 2024 for the said noncompliance. The Company has subsequently obtained waiver from the Board of Directors for circulation of signed copy of minutes in accordance with Secretarial Standard -1.

By an Order dated September 02, 2024, the Reserve Bank of India has levied penalty of Rs 5,00,000 for failure to comply with RBI directions on fair practice code observed during statutory inspection with reference to the Company's financial position as on March 31, 2022. The Company has complied with the order and corrected its system for the charge of levy of interest for the period from the date of actual disbursement of loan/issuance of cheque to the borrower in line with the directions in the NHB Circular issued on April 29, 2024.

The Company had approached M/s Aashish K Bhatt & Associates, Company Secretaries, Mumbai (Membership number- ACS 19639 and Certificate of Practice number -7023) for providing the Annual Secretarial Compliance Report for the financial year under review. A copy of the same is available on website of the Stock Exchanges and uploaded on the website of the Company at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ annual-secretarial-compliance-report.

Cost records and Auditors

The provisions mandating maintenance of Cost Records and conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Corporate Governance report and Compliance Certificate

The Corporate Governance report as stipulated under Schedule V Part C of the SEBI LODR Regulations forms part of this Annual Report.

The requisite certificate as required under Schedule V Part E of the SEBI LODR Regulations, confirming compliance with the requirements of Corporate Governance received from M/s Aashish K. Bhatt & Associates, Company Secretaries, Mumbai is attached as Annexure 1 to the Board's report.

I n accordance with Part D of Schedule V of the SEBI LODR Regulations, declaration from Managing Director & CEO of the Company has been received confirming that all the Directors, Key Managerial Personnel and the Senior Managerial Personnel of the Company have affirmed the compliance and have also complied to the Code of Conduct of directors and senior management for the financial year ended March 31, 2025 and is attached as Annexure 2 to this Report. The said code is hosted on the website of the Company and can be accessed at web link: https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ code-of-conduct-of-the-board-of-directors-and-senior-management-personnel.

27. Reporting on various Corporate Governance Regulations & Compliances under the Act:

i) Annual Return as per section 134(3)(a):

During the year 2024-25, the Annual General Meeting for the financial year 2023-24 was duly held on September 14, 2024 and the Annual Return was filed within prescribed time limit. The Annual Return for the financial year 2024-25 will be filed and uploaded on website within the prescribed timeline after conclusion of the Annual General Meeting.

As provided under section 92(3) and 134(3) (a) of the Act, Annual Returns of the Company are placed on the website of the Company at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ annual-return.

ii) Number of meetings of the Board & Committees under section 134(3)(b):

During the year under review, the Board of Directors met periodically/as and when required, to deliberate various issues, policy matters and take suitable decisions etc. The details of Board of Directors and their Meetings and also various other Board level Committee Meetings are furnished separately under the Corporate Governance Report, which forms part of this Annual report.

iii) Directors' Responsibility Statement under section 134(3)(c):

As required by section 134(3)(c) read along with section 134(5) of the Act, the Board of Directors state that:

a. in the preparation of the Annual Financial Statements for the financial year ended March 31, 2025, the applicable Accounting Standards had been followed and there were no material departures from the same;

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 as at March 31, 2025 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 Financial Statements on a going concern basis;

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

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

iv) Details of Fraud Reporting to NHB & as per provisions of section 134 (3) (ca) read with section 143 (12) of the Act:

a) There were no material fraud cases amounting to ' 1 crore or above, detected and required to be reported during the FY 2024-25, as per the provisions of section 134 (3)(ca) read with section 143 (12) of the Companies Act, 2013 to the regulatory authorities.

b) Frauds of value involved for ' 1 Lakh & above and frauds committed by unscrupulous borrowers, detected, during the FY 2024-25 - the Company has duly reported 8 fraud cases as per Circular(s)/ Guidelines, issued by National Housing Bank/ Reserve Bank of India.

v) In terms of section 134(3)(d) of the Act, your Board states that the Independent Directors have given a declaration under section 149(7) of the Act and Regulation 25(8) of the SEBI LODR Regulations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations.

vi) With regard to section 134(3)(e) of the Act, the Company has duly followed the Nomination Remuneration & Evaluation Policy (NRE Policy), which, inter alia, lays down the approach to diversity of the Board, criteria for identifying the persons who are qualified to be appointed as Directors, Key Managerial Personnel (KMP) &

senior Managerial Personnel of the Company, along with the criteria for determination of remuneration thereof and evaluation of Board of Directors/Committees (including Independent Directors) and KMPs/senior managerial personnel of the Company and includes other matters, as prescribed under the provisions of Section 178 of the Act. Further pursuant to provisions of RBI Master Directions, the Company has obtained Fit & Proper declarations and Deed of Covenants and various other declarations duly signed by all the Directors of the Company.

The aforesaid policy is available on the website of the Company, i.e. https://aadharhousing.com/

vii) In terms of section 134(3)(g) of the Act, the Company has not made any Investment through two or more layers of Investment Companies, pursuant to provisions of section 186(1) of the Act. Further, the Company being Housing Finance Company, all loans are in the ordinary course of business and details of the same along with the investment made by the Company are disclosed in Financial Statements and Notes to Accounts, thereto, which forms part of this Annual Report.

viii) Particulars of transactions with related parties under section 134(3)(h) and section 188 of the Act:

The Transactions with related parties are entered as per the Related Party Transaction Policy of the Company, pursuant to provisions of section 188 of the Act, read with the rules made thereunder, after taking necessary approval of Shareholders & Board of Directors.

A quarterly update is also given to the Audit committee and the Board of Directors on the Related Party Transactions ("RPTs'') undertaken by the Company for their review and consideration and disclosures of RPTs are also submitted to BSE and NSE on a half-yearly basis.

Apart from payment of sitting fees and commission to Independent Directors, there is no pecuniary relationship or transactions of the Independent/ Non-Executive Directors vis a vis the Company. The details with respect to the related party transactions are mentioned in the notes to the audited financial statements for the financial year ended March 31, 2025.

There are no transactions to be reported as per Section 188 of the Act read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and hence the disclosure of material related party transaction as required in the prescribed Form AOC - 2 is not applicable.

During the financial year under review, the Company has not given any loans and advances in the nature of loans to its subsidiaries or associate(s) or to firms/companies in which Directors are interested. Accordingly, the disclosure of particulars of loans/ advances, etc., as required to be furnished in the Annual Accounts of the Company pursuant to Regulations 53 (f) read with paragraph A of Schedule V of the SEBI LODR Regulations is not applicable to the Company. The Audit Committee on March 31,2025 has approved the omnibus transaction limits for RPTs with related parties and Directors for the financial year 2025-2026 as per the note/limits circulated to the Committee with clarifications.

Pursuant to provisions of RBI Master Directions, a copy of Related Party Transaction Policy of the Company, duly approved by the Board, is enclosed as Annexure 3 to this report. The same can also be accessed on the website of the Company at link provided below: -https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ policy-on-dealing-with-related-party-transactions

ix) Meetings of the Board and its Committees:

Board

The Board of Directors of your Company meet at regular intervals to discuss and decide on the Company's performance and strategies. During the financial year under review, the Board met 10 (Ten) times on April 15, 2024, April 30, 2024, May 11, 2024, May 29, 2024, June 07, 2024, June 27, 2024, August 07, 2024, November 06, 2024, February 06, 2025 and March 26, 2025.

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Your Company has the following 13 (thirteen) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• IT Strategy Committee

• Asset Liability Management Committee

• Investment Committee

• Management Committee

• IPO committee

• Share Transfer and Allotment Committee

• Willful Defaulter Review Committee

• Consumer Protection Committee

More information on all of the above Committees including details of its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

x) Transfer of profits to Reserves:-

In terms of section 134(3)(j) of the Act, Company has transferred ' 163.79 crores to General Reserve from Debenture Redemption Reserve and a sum of '182.43 crores to the Special Reserves under Section 29C of National Housing Bank Act, 1987 and Section 36(1)

(viii) of the Income Tax Act, 1961, in addition to other provisions created during the financial year under review as per the audited financials submitted to the Board.

xi) In order to conserve the resources for better growth opportunity, there was no dividend recommended or declared during the financial year under review, which is in line with the Dividend Distribution Policy of the Company. The policy is available on your Company's website at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/dividend-distribution-policy

xii) Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, in terms of Section 134(3) (l) of the Act: -There were no other material changes and commitments affecting the financial position of the Company.

xiii) Statement containing salient features of the financial statements of subsidiaries or Associates Companies or Joint Venture

A report on the performance and financial position of the Company's Subsidiary as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure 4 to the Board's Report. The Company does not have any associate companies or Joint ventures as on March 31,2025.

xiv) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014:

> Conservation of Energy

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, the Company always takes adequate measures to ensure optimum utilisation and maximum possible saving of energy. The Company has also implemented processes to install energy efficient devices in the branches such as 5-star Air conditioners and so far has produced 32 such air conditioners which have potentially saved 8000KWH units of power, along with VRV/VRF etc. wherever possible which consumes very little energy. The Company is also installing in branches all energy efficient devices such as LED Lights, etc. The Company has deployed energy-efficient printing machines in some branches through which it has potentially saved 2,49,000 KWH units of power. The Company has also initiated use of solar energy in branches.

> Technology Upgradation

Aadhar Housing continues to strengthen its digital and technological landscape, building on the robust foundation established in recent years. In alignment with our commitment to innovation and operational excellence, the Company has made significant progress during the year by enhancing in-house digital capabilities and upgrading core infrastructure to better serve customers, partners, and employees.

Recognizing the evolving dynamics of the financial services ecosystem, the Company developed over 15 bespoke digital modules tailored to improve customer experience, regulatory compliance, and operational productivity. Key milestones included the rollout of a self-service Customer DIY Web Portal, a Partner Portal for seamless onboarding and engagement with channel partners, and a Digital Vendor Onboarding platform to streamline third-party integrations. The Company also deepened its digital reach through integration with multiple fintech partners to accelerate lead generation and customer acquisition.

In tandem with software innovation, the Company executed a major network modernisation initiative to enhance last-mile connectivity and ensure consistent digital performance across its branch network. By deploying the latest Cisco Meraki SD-WAN technology, the Company introduced AI-enabled network monitoring, advanced firewall and intrusion detection systems, and robust protection against malware and inappropriate content. This upgrade has significantly improved network reliability and security across the majority of branches, with full deployment planned in the coming year.

To further enhance operational agility, the Company implemented intelligent automation across core business functions and support operations using the Automation Edge platform. This universal automation solution has empowered staff across branches to boost productivity by automating repetitive tasks and enabling greater synergy between human effort and digital processes.

Collectively, these technology upgrades reflect the Company's strategic vision to remain agile, secure, and customer-centric in an increasingly digital world. By integrating advanced digital tools, robust infrastructure, and intelligent automation, the Company is well-positioned to deliver improved efficiency, compliance, and service excellence while ensuring its platforms remain resilient and future-ready.

> Foreign exchange earning and outgo

The foreign exchange earnings and outgo etc. and other provisions of reporting as per the Act are given below as applicable to the Company during financial year under review.

xv) Corporate Social Responsibility under Section - 134(3)(o):

The Corporate Social Responsibility ("CSR''), under section 135(1) of the Act is applicable to the Company during the financial year under review. Your Company has in place, Corporate Social Responsibility Policy, as per the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules”), which lays down the guidelines and mechanism for undertaking socially useful projects for welfare and sustainable development of the community at large. According to the provisions of the Act, the Corporate Social Responsibility Committee was formed by the Company. The annual report on CSR activities is annexed separately to this report. The total amount of CSR contribution and payment details are given in Annexure 5 to this Board's Report. The Company has duly transferred the unspent amount relating

to ongoing projects to a special account called the Unspent Corporate Social Responsibility Account 2025, in accordance with sub-section (6) of the CSR Rules within 30 days from end of the financial year 202425. The amount shall be spent by the Company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer.

The CSR Policy is available on the website of the Company, i.e. https://aadharhousing.com/ customer-relations/ahfl-policies-codes.

xvi) Formal Annual Evaluation of the Board, its Committees and of individual directors under section 134(3)(p) and rule 8(4) of the Companies (Accounts) Rules, 2014: Pursuant to the provisions of the Act and its Rules, an annual evaluation of the performance of the Board, its Committees and of individual Directors, was carried out during the year. The details of the evaluation process as carried out and the evaluation criteria have been explained in the Corporate Governance Section, forming part of this Annual Report. Also, the Nomination and Remuneration Committee has evaluated the Directors/ KMPs at the time of their appointment.

XVii)Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year, in terms of rule 8 (5) (iii a) of Companies (Accounts) Rules, 2014 as amended :-The Independent Directors are selected as per the applicable provisions of Act, read with RBI Master Directions based upon the qualification, expertise, track record, integrity and other "fit and proper” criteria and the Company obtains the necessary information and declaration from the Directors. All the Independent Directors of the Company have strong academic background and having long stint experience with renowned Government and private organisations/ corporates. The integrity/ expertise of the Directors have been evaluated at the time of appointment and every year by the Board and NRC at their respective meetings.

Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self- assessment test conducted by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

xviii) Secretarial Standards of Institute of Company Secretaries of India

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

xix) Vigil Mechanism / Whistle Blower Policy:

I n terms of section 177(9) of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with the SEBI LODR Regulations, the Board of Directors has put in place a Vigil Mechanism and adopted a Whistle Blower Policy to provide for adequate safeguards against victimisation of employees and directors who may avail of the vigil mechanism/ whistle blower policy, by directly sending mail to the Chairperson of the Audit Committee. The Company affirms that no person was denied access to the Audit Committee.

These provisions are already circulated to the employees through the intra-net and the same is also available at the website of the Company.

During the financial year under review, the Whistle Blower Policy has been reviewed by the Board of Directors at their meeting held on March 26, 2025.

xx) Investments, loans and guarantees given by the Company:

Your Board further states that during the financial year under review, your Company did not make any major investment in other companies, bodies corporate, provided loans and given guarantees, etc. above the limits prescribed under sections 185, 186 and 187 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, as applicable to the Company. Details of Investments made, loans and guarantees given by the Company are disclosed in the Financial Statements for financial year 2024-25.

xxi) Name of the Companies, which have become or ceased to become Subsidiary, Joint Venture or Associate Company, during the year under review : NIL

xxii) Details of significant and material order, passed by the Regulators or Court or Tribunals, impacting the going concern status and Company's operations in future : NIL

xxiii) Human Resources:

At Aadhar Housing Finance, our focus on human capital reflects core principles of employee engagement, recognition, and development. Our consistent recognition as a Great Place to Work® and ranking among India's Top 50 in Health & Wellness demonstrate our commitment to creating a positive, supportive work environment. The team of Aadhar Housing has grown steadily from 3931 employees last year to 4583 employees during the financial year under review.

Our initiatives such as performance recognition (Aadhar Sammaan), long-service awards, and wellness programs are designed to motivate and retain talent. Internal mobility programs (UDAAN) and leadership development initiatives support career growth and succession planning. Additionally, open communication channels like townhalls (Seedhi Baat Aadhar Ke Saath) foster trust and transparency within the organization.

By investing in our people through these practices, we aim to build a resilient organization where employees can thrive and contribute meaningfully to our collective success.

xxiv) Training & Development :

At Aadhar Housing, we consider our employees our greatest asset. We focus on creating a supportive and inclusive culture through various programs, ensuring every employee aligns with our vision. We strive to build strong relationships with our staff while providing them with the knowledge, skills, and growth mindset needed for sustainable business. We implement blended learning to foster a dynamic, flexible, and scalable training environment for our employees.

Key Highlights of 2024-25:

1. Comprehensive Training Programs:

• Throughout the year, we conducted focused training sessions on key areas such as functional skills, behavioural skills, and compliance. These sessions were offered both virtually and in-person, benefiting all employees, including those from subsidiaries and on a contract basis. Our dedication to employee growth resulted in 19,451 training man-days, achieving 100% completion of compliance and regulatory training for all employees.

2. New Channel Development:

• Deeper Impact (DI) branches: We equipped DI teams with better tools. The Location In-charge, Direct Sales Team, and Credit Team learned key policy aspects, improved personal discussions, and effectively developed the business.

• Common Service Centers and Village Level Entrepreneurs (VLEs): These centers and VLEs played a crucial role in raising awareness about housing finance products and schemes for low-income individuals and rural residents. We successfully oriented 6,811 VLEs.

3. Lead Engage Accelerate Develop & Drive (LEADD):

• This structured training program built the capability of Branch Managers in selfmanagement, people management, and business management. In the first phase, 54 Branch Managers were trained.

4. First Time Manager (iLEAD):

• The First Time Manager program supports individuals transitioning into managerial roles, contributing to the organisation's overall success and effectiveness. A total of 65 managers were trained.

5. Aadhar ki Paathshala & Training Day:

• Training Days were held at regional and branch levels to promote a culture of continuous learning, featuring insights on functional and behavioural aspects. These sessions ensure employees continuously improve and stay aligned with the Company's goals and best practices.

We are committed to leveraging our insights to introduce new initiatives that facilitate both personal and professional development. We believe in the importance of learning, enhancing our skills, and collaboratively advancing towards our shared objectives.

xxv) Details of ESOP Schemes implemented by the Company:

a) Employee Stock Option Plan - 2018 ("ESOP Plan 2018"):

The ESAR scheme was approved in March, 2018 by the previous promoter group and at the Meeting held on January 24, 2024, the shareholders approved the amendments and changes to the ESAR scheme and rechristened it's name as Aadhar Housing Finance Limited - Employee Stock Options Plan, 2018 (“ESOP Plan 2018”) to align the ESOP Plan 2018 with the requirements of the SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021. No fresh grants are possible under the ESOP Plan 2018.

b) Employee Stock Option Plan - 2020 ("ESOP Plan 2020"):

In order to reward the performance and elicit long term commitment of the employees towards the growth of the Company, the new ESOP Plan 2020 was introduced with the approval of Board & Shareholders. Under the ESOP Plan 2020 duly approved by the Board, as on March 31,2025, total number 14,052,102 of ESOP's were granted and outstanding to the identified & eligible existing employees including the Whole Time/ Executive/ Managing Director(s) of the Company.

ESOP Plan 2020 was originally approved by the members of the Company on April 27, 2020 and further amended by members through special resolutions passed at the extra-ordinary general meetings of the Company held on 13th March, 2021,23 rd March, 2022, May 26, 2022 and January 24, 2024. Post the initial public offer, ESOP Plan 2020 has been ratified at the 34th Annual general Meeting of the Company held on September 14, 2024.

The Disclosures in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, are uploaded on the website of the Company at https://aadharhousing. com/. Further, a certificate from the Secretarial Auditors with respect to implementation of your Company's ESOP Plan 2018 and ESOP Plan 2020, will be available at the ensuing AGM of the Company for inspection by the Members.

xxvi) Buy-back of the Company's own shares

During the financial year under review, the Company did not make any buy back of any 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.

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year -

Executive Vice Chairman- 7%

Managing Director & CEO - 5%,

Chief Financial Officer - 5%,

Company Secretary - 20%

For determining the percentage increase in remuneration, perquisite value of options exercised in FY 25 under Employee Stock option Scheme and one time payouts made in FY 24 are excluded.

(iii) the percentage increase in the median remuneration of employees in the financial year- 7.4%

(iv) the number of permanent employees on the rolls of company- 4,583

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Key Managerial Persons - 7%

Other - 16% (Other than CXOs & HODs)

For determining the percentage increase in remuneration, perquisite value of options exercised in FY 25 under Employee Stock option Scheme and one time payouts made in FY 24 are excluded.

(vi) It is further confirmed that the remuneration paid to employees is as per the remuneration policy of the Company.

(vii) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 ('Act') read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is available on the Website of the Company at the link https://aadharhousing.com/ disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/annual-report

(viii) None of the employees listed in the said list is a relative of any Director in the Company.

(ix) There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which, in the aggregate, was in excess of that drawn by the managing director or whole-time director and who held by himself or along with his spouse or dependent children, not less than two percent of the equity shares of the Company.

(x) None of the Directors receive any commission or remuneration from holding or subsidiary of the Company.

xxviii) Other Statutory disclosures

(i) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 ('IBC Code'). Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.

(ii) During the year, there was no one-time settlement done with the Banks or Financial Institutions. Therefore, the requirement to disclose details of difference between amounts of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

(iii) 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.

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

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

xxix) Details of utilisation of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) of the SEBI LODR Regulations:

During the financial year under review, the Company has not done any preferential allotment or qualified institutional placement of equity shares.

The Company has received an amount of ' 100,000 Lakh as proceeds from fresh issue of equity shares. The utilisation of gross IPO proceeds is summarised below :-

The funds raised through your Company's Initial Public Offering (IPO) during the year, are monitored by a SEBI-registered monitoring agency. The monitoring agency submits a detailed report on the utilisation of the IPO proceeds on a quarterly basis which is placed before the Audit Committee for review and is publicly disseminated to the stock exchanges, ensuring transparency and compliance with regulatory requirements.

28. Acknowledgement by the Management:

Your Board of Directors would like to place on record their sincere gratitude to the Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, all Bankers to the Company, Central & State government departments, Tax Authorities, Debenture Trustees, Debenture holders, Registrars, other stake-holders, customers and all other business associates for their continued support during the year under review. The Directors would also like to thank the BSE Limited, National Stock Exchange of India Limited, National Securities Depository Limited and Central Depository Services (India) Limited and the Credit Rating Agencies for their support & co-operation.

Your Company and Management team also express their sincere gratitude to the Promoter, Holding Company BCP Topco VII Pte. Ltd. and our Investors and Shareholders for their unstinted support & co-operation.

Your Directors wish to acclaim the hard work and commitment of the employees at all levels who had contributed with all their might for improving the performance of the Company year by year.

1

The Board of Directors at their meeting held on May 06, 2025, based on recommendation of the Nomination and Remuneration Committee of the Board approved the appointment of Mr. Raj Vikash Verma, Additional