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Repco Home Finance Ltd			Industry : Finance - Housing


BSE Code:	535322	NSE Symbol:	REPCOHOME	P/E(TTM):	8.7

ISIN Demat:	INE612J01015	Div & Yield %:	0.53	EPS(TTM):	58.94

Book Value(Rs):	429.4058307	Market Cap ( Cr.):	3209.4	Face Value(Rs):	10

Change Company

To the Members

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

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

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

Note:

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

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

Shareholder's Wealth

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

Dividend

Your Directors recommend a dividend of Rs.2.70/- per equity share of face value of Rs.10/- each to the shareholders of the

Company for the financial year 2022-23, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The payout ratio for FY 2022-23 is 5.70%.

As per section 194 of Income Tax Act, the Company is required to deduct Tax at Source (TDS) @ 10% on dividend payment if the aggregate dividend amount exceeds Rs.5,000/-. However, no TDS shall be deducted for dividend payment to any Insurance

Company and Mutual Funds specified u/s 10(23D) of Income

Tax Act. Moreover, as per section 195 of the Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to Non-Residents. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend.

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

Share Capital

As of 31^st March, 2023, the Paid-up capital stood at Rs.62,56,13,620 divided into 6,25,61,362 Equity shares of

Rs. 10/- each (Face value). During the financial year, there was no change in the Paid up capital of the Company.

State of Affairs of the Company

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

Lending Operations

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

1. Sanctions

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

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

2. Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 2,919.04 Crores as against Rs. 1,768.70

Crores in the previous year. The cumulative disbursements stood at Rs. 29,428.22 Crores at the end of the financial year 2022-23.

3. Loans Outstanding

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

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

4. Profits

The Company's profit before tax as at the end of the financial year 2022-23 was Rs. 400.76 Crores as against Rs. 259.51

Crores in previous financial year. The profit after tax was Rs. 296.08 Crores as compared to Rs 191.54 Crores during the previous financial year.

Non-Performing Assets (NPA)

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

Regulatory Compliance

Following the amendment in the Finance Act, 2019 and the subsequent notification by the Reserve Bank of India (RBI) in

August 2019, HFCs would be treated as one of the categories of non-banking financial companies (NBFCs) for regulatory purposes and accordingly RBI would be the Regulator for HFCs and NHB would continue to carry out supervision of HFCs.

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

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

IRDAI Compliance

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

Other Compliances

(i) The Company had obtained the Legal Entity Identifier

No. 335800M7AQBAQYVHEW38 as required under the RBI Circular -No.RBI/2017- 18/82 - DBR. No.BP.92/21.04.048/2017-18 dated November 02, 2017 and as advised by NHB. The Registration has been renewed as required on an annual basis.

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

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

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

SEBI Circulars on Investors related matters:

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

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

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

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

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

Circular, it was advised that the listed company shall take special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company. In this regard, the Company has taken Special Contingency Policy. (ii) Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022 /65 dated 18^th May, 2023 issued simplification of procedure and standardization of formats of documents for transmission of securities. (iii) Circular No. SEBI/HO/OIAE/2023/03391 dated 27^th January, 2023 issued a letter to all listed Companies and RTA's for generating awareness on availability of Dispute Resolution Mechanism at Stock Exchanges against Listed Companies /Registrar to an Issue and Share Transfer Agents (RTAs). In this regard it was advised that listed Companies shall co-ordinate with RTAs and shall arrange for sending SMS/ E-mail to all the investors who hold shares in physical form stating that if they have any dispute against the Company and/ or its Registrar and Share Transfer Agent (RTA) on delay or default in processing requests, as per SEBI circular no. SEBI/HO/ CFD/DIL2/P/CIR /2022/75 dated 30^th May, 2022, they can file for arbitration with Stock Exchange.

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

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

Capital Adequacy

The Company‘s capital adequacy ratio consisting of Tier I and Tier II capital as of 31^st March, 2023 was 35.79% (previous year

33.33%) which is well above the prescribed threshold limit of NHB.

Financial Resources i. Refinance

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

(previous year Rs. 2,001.53 Crores)

ii. Borrowings from Bank and Financial Institutions

The outstanding borrowings from Banks and Financial

Institutions at the end of the financial year stood at Rs. 7,337.13 Crores (Previous Year Rs. 6,601.90 Crores)

iii. Borrowings from Repatriates Cooperative Finance and Development Bank Limited

The outstanding borrowings from Banks and Financial

Institutions at the end of the financial year stood at Rs. 1090.52 Crores (previous year Rs. 1,084.85 Crores).

iv. Secured Non-Convertible Debentures

During the financial year, the Company has not issued any

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

2022-23.

v. Commercial Papers

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

Unclaimed NCDs

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

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

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

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

Unclaimed Dividends

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

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

Public Deposits

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

Risk Management

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

The Company recognizes that identification of risk is the most crucial function in managing and mitigating the risk. The

Company identifies the risks in each function/activity by taking inputs from all the departments. The overall responsibility of identifying, monitoring, and evaluating risks lies with departmental heads and executive management.

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

The Risk Management Committee of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (LODR) Regulations and in terms of NHB/ RBI Directions. As of 31^st March, 2023, the committee comprised of Mrs. R.S.Isabella (Chairperson), Mr. Mrinal Kanti Bhattacharya, Mr. R.Vaithianathan, Mr. K.Swaminathan and Mr. N.Balasubramanian.

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

The Company's internal risk management committee named

Credit & Operational Risk Management Committee (CORMC), comprising of Managing Director & CEO (Chairman of the

Committee), Chief Operating Officer, Chief Development Officer, Chief Information Officer, Chief Financial Officer, all General Managers, Chief Risk Officer and Compliance Officer, meets regularly to assess the adequacy of the existing risk management system and discuss emerging risks, operational or otherwise.

Asset Liability Management Committee (ALCO) comprises of Managing Director & CEO (Chairman of the Committee), Chief

Operating Officer, Chief Development Officer, General Manager- Credit, Chief Information Officer, Chief Financial Officer, and Chief Risk Officer. The ALCO meetings are held on a monthly basis to review the lending rate, ALM position, etc.

Human Resources

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

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

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

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

Expansion of branch network

The network of branches was expanded prudently after due identification of potential locations. Branch expansion was restricted on account of the Pandemic during the last couple of years. The Company opened 2 new branches during FY 2022-23 and upgraded 3 Satellite centres as branches. As of the end of FY 2022–23, the network tally stood at 192, spread across 12 States and 1 Union territory, comprising 159 Branches and 33 Satellite centres.

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

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

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

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

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Mr.C.Thangaraju(Chairman),Mr.E.Santhanam,Mrs.R.S.Isabella, Mr.R.SwaminathanandMr.K.Swaminathanasof31^stMarch2023 and has inter alia formulated a Corporate Social Responsibility Policy. The policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.6.70 Crores towards CSR initiatives including the amount of Rs.2.06 Crores earmarked towards ongoing projects and has been transferred to a separate bank account within stipulated time as prescribed under Companies Act, 2013. The same will be utilized towards ongoing projects in accordance with the provisions of Companies Act, 2013. The Annual Report on CSR activities forming part of the Directors' Report is furnished as Annexure-2 to this report.

Employee Stock Option Scheme:

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

Regulations, 2014 (the ‘SBEB Regulations'). The disclosures as required by the Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations, 2014 have been placed on the website of the Company.

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

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

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules 2014 are not applicable to the Company and further the Company has no foreign exchange earnings and outgo.

Matters Related to Directors and Key Managerial Personnel

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

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

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

Director(s) Retiring by Rotation:

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

Appointment of Non-Executive Directors & Non Independent Directors

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

Appointment of Non-Executive and Independent Directors

The Board had appointed Mr. R.Subramaniakumar (DIN 07825083) as Non- Executive & Independent Director on 23^rd May, 2022. Mr. R.Subramaniakumar (DIN 07825083) resignedfromthedirectorshipoftheCompanyon14^thJune,2022, due to other full-time professional commitments.

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

& Independent Director for a period of 3 years from 22^nd September, 2022 upto 21^st September, 2025. Mr. R. Vaithianathan and Mrs. Usha Ravi were appointed as Non-Executive & Independent Director for a period of 4 years from 11^th November, 2022 upto 10^th November, 2026.

Cessation of Director

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

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

Non-acceptance of Directorship

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

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

End of tenure of Independent Director

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

Declaration of Fit & Proper Criteria:

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

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

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Key Managerial Personnel

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

Statutory Auditors

At the 21^st Annual General Meeting held on 23^rd September, 2021, the shareholders appointed

M/s. Chaturvedi & Co., Chartered Accountants, (Firm Registration No. 302137E) as Statutory Auditors for a term of three consecutive years to hold office from the conclusion of

21^st Annual General Meeting till the conclusion of 24^th Annual General Meeting.

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

Fraud Reported by Auditors

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Board/Audit Committee under

Section 143(12) of the Companies Act, 2013.

Audit and Internal Auditors

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

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

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During FY 2022-23, no employee was in receipt of remuneration of Rs.1.02 Crores or more per annum or Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each Director to the median of employees' remuneration and such other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and 2016 is given as Annexure -3.

Market Capitalization and PE ratio

		As on
Particulars	IPO Date	31st March, 2022	31st March, 2023	Variance from IPO date
Networth (Rs. Crores)	623.30	2,060.75	2,321.32	272.4%
Outstanding number of shares (Crores)	6.20	6.26	6.26	0.9%
Share price (or IPO price) (Rs.)	172.00	176.40	179.75	4.5%
Market capitalization (Rs. Crores)	1,069.20	1,103.58	1,124.54	5.2%
Earning per share (EPS) (Rs.)	17.10	30.62	47.33	176.8%
Price earning ratio (PE Ratio)	10.10	5.76	3.80	-62.4%

Internal Financial Control Systems

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

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

Annual Return

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

Secretarial Audit Report

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. G Ramachandran & Associates, Practising Company Secretaries were appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-4.

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

Secretarial Standards

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

Details of Loans Given, Guarantees Given or Security Provided

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

Investments

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

Subsidiary, Joint Ventures and Associate Companies

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

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

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

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

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

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

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

Board does not see any significant adverse impact of Covid-19 on the affairs of the Company.

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

Management Discussion and Analysis

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

Report on Corporate Governance

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

Internal Guidelines on Corporate Governance

The Company has a duly formulated Internal Guidelines on Corporate Governance in accordance with HFCs – Corporate Governance (NHB) Directions, 2016 and RBI Directions for

Housing Finance Company, 2021, which inter-alia, defines the legal, contractual and social responsibilities of the Company towards its various stakeholders and lays down the Corporate Governance practices of the Company. The said policy is available on the website of the Company at https://www.repcohome.com/policies-and-codes

Performance Evaluation of the Board

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

Vigil Mechanism / Whistle Blower Policy

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

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

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

Reporting of Frauds

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

Listing

The equity shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. The listing fees for the financial year 2022-23 have already been paid to the Stock

Exchanges. Further, the Annual Listing fees for the year 2023-24 were duly paid to the above stock exchanges within the stipulated time limit.

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

During the financial year 2022-23, the Stock Exchanges

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

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

Credit rating

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

Technology Initiatives

All the branches are connected to the Data Centre and Disaster Recovery Centre located in Chennai and Bengaluru respectively through MPLS VPN connectivity for seamless operations. During this financial year, your company has introduced Loan Lifecycle

Management System (LLMS) having End-to-End functionalities and facilities. Your company has also implemented Enterprise General Ledger (EGL) integrating with LLMS and that can also be integrated with various other applications to be introduced in future.

Your company is in the final stages of introducing Mobile applications which will be of immense use for Sales, Field Investigation and Collection. Your company is also introducing more customer friendly features in the web site in coming days. Your company plans to introduce more applications in various operational areas like HR, Audit, etc, which will be integrated with one another as well as with LLMS and EGL wherever required. The Hardware, Software and Network connectivity capabilities have been planned for five more years by considering our future expansion in terms of business, speed and efficiency.

Your company is strengthening more on Information Security in addition to the installation of firewalls at DC, DRC and branches.

Further, your company is in the process of establishing Security Operation Centre (SOC), which shall be operational soon. Your company has robust policies for IT Governance, Information Systems Security and Cyber Security along with Cyber Crisis Management Plan. The Information Systems are being audited by qualified External Auditors periodically to ensure safety of the protocols and data. The staff members are being sensitized periodically on the possible cybercrimes and the preventive measures.

Further, the Company has also a platform for maintaining Structured Digital Database (SDD) for recording movement of Unpublished Price Sensitive Information (UPSI).

Your Company is utilizing the Video Conferencing facility for Board/Committee meetings, review meetings with branches, regional offices and interviews for recruitments, etc.

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

The Company had treated the Finance Cost as part of "Cash Flows from Financing Activities" instead of "Cash Flows from Operating Activities". Since the Company is registered as an

NBFC-HFC, the finance cost is to be treated as an operating activity and not a financing activity. Hence, the Company revised the treatment of finance cost in the Cash Flow Statement for FY23, along with comparative figures for FY22. Further, it may be noted that there is no change in the figures and only a revision in the grouping of items in the Cash Flow Statement.

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

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

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

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

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

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

Your company has been transparent in corporate governance by making the necessary disclosures. Since the beginning of the journey, strict adherence to the governance norms has served as the foundation for our growth due to which the company constantly drew the interest of investors from throughout the world.

For the financial year 2022-2023, Business Responsibility and

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

We are dedicated to advancing financial inclusion through financing for affordable housing to the families in the Economically Weaker Section and Low-Income Groups to fulfil their dream of owning a home. The PMAY-CLSS programme, which aims to give subsidies to first-time home buyers from low-income groups, has been heavily supported by RHFL.

Our efforts in this area have led to 3,324 customers receiving subsidies of Rs. 81.30 Crores in FY 2022-23.

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

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

We have created an environment where Directors and Employees can bring any improper behavior to our attention without fear through a whistleblower/vigilance process which enables a variety of stakeholders to voice legitimate concerns about unethical behavior, while also protecting those who raises concerns from victimization. Your Company is having zero tolerance for sexual harassment of any kind and established a procedure for handling complaints of sexual harassment at the workplace.

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

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

Your Company's main line of business is providing housing finance, hence it is not directly involved in any activities that could have a significant negative impact on the environment.

As a responsible company, it is nevertheless mindful of its environmental impact and makes an effort to reduce its GHG emissions wherever feasible.

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

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

CSR activities in preventive health care, rural development, promoting education, etc. and details of the projects taken up by the company are mentioned below:

Sector	Implementing Agency	Purpose of CSR Contribution
Preventive health care	Aishwarya Trust	For corrective surgeries of underprivileged children suffering from Congenital Heart Defects (CHD).
	Singhvi Charitable Trust	For organizing rural health camps to serve the poor, underprivileged & needy people.
	Golden Butterflies	For purchase of a vehicle for transportation of underprivileged Child Patients suffering from chronic, advanced, or incurable diseases.
Promoting Education & Eradicating hunger	Akshaya Patra Foundation	For providing Mid-day meals to students of Government Schools in Puducherry.
	Tamilnadu Foundation	For developing infrastructure to further improve the quality of education in rural Government Schools by providing smart boards, computer tables, desks & benches, talking pens, etc.
	Government Boys High School at Chrompet-Chennai and Government High School at Manali-Chennai	For improving basic infrastructure in the Government School which benefitted the students.
	Government Arts & Science College, Gudalur, Pandalur Taluk, Nilgiris District	For improving infrastructure in the Government College which will benefit the students.
	Repatriates Welfare Trust	For educational aid, medical aid, reimbursement of course fees and higher education sponsorship to economically poor students
Rural Development	Kodaiyur Panchayat, Karur District, Tamil Nadu and Veesanam Village Panchayat, Namakkal District, Tamil Nadu	For the construction of Community Hall which will benefit the local residents. The project at Veesanam Village Panchayat, Namakkal District, Tamil Nadu is part of the ongoing project of the financial year 2022-23.
	Karakolly, Pandhalur Taluk, Gudalur, District Rural Development Agency, Nilgiris	For developing the basic infrastructure like roads, footpaths, and drains which will benefit the local residents in improving their day - to - day life.
		In previous financial years, the company through its CSR initiatives contributed towards construction of 70 houses in the same location.
	Gudalur Panchayat, Nilgiris District, Tamil Nadu	For developing the infrastructure like construction of additional classrooms in Government Schools, roads, community hall, footpath, etc. which will benefit the local residents in improving their day-to-day life.

Customer-Friendly Initiatives

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

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

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

Others

Related Party Transaction Policy

As required by NHB notification no. NHB.HFC.CG-DIR.1/

MD&CEO/2016 dated 09^th February, 2017, a policy on transactions with Related Parties is given as ‘Annexure-6' to this report.

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

Business Responsibility and Sustainability Report (BRSR)

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

Acknowledgements

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

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

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

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

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

For and on behalf of the Board of Directors
Date: 4^th August, 2023	(C. Thangaraju)
Place : Chennai	Chairman
	(DIN 00223383)