The Directors of your Company are pleased to present the 38^th Annual Report of PNB Housing Finance Limited together with the Audited Standalone Financial Statements and Consolidated Financial Statements of the Company for the Financial Year ended 31^st March 2026.

Financial Highlights (Consolidated)

(Rs. in crore)

The standalone and the consolidated financial statements for the financial year ended 31^st March 2026, forming part of this Annual Report, have been prepared in accordance with the provisions of Companies (Indian Accounting Standard) Rules, 2015 ('Ind AS') in terms of Section 133 of the Companies Act, 2013 ('the Act') and other relevant provisions of the National Housing Bank Act, 1987, the Reserve Bank of India (Housing Finance Companies) Directions, 2025, Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 and other Reserve Bank of India Directions dated 28^th November 2025 to the extent applicable to the Company and as amended from time to time.

The Net Interest Income (NII) for FY26 stood at H3,109.78 crore as compared to H2,749.63 crore, registering an increase of 13.10% year on year. The Pre- Provision Operating Profit (PPOP) increased by 11.04% to H2,584.45 crore from H2,327.24 crore.

The Credit Cost including write-off (net of recovery) for FY26 was (H386.15) crore.

The Spread on loans for FY26 stood at 2.20% as compared to 2.19%. Net Interest Margin (NIM) for FY26 stood at 3.68% as compared to 3.70%. Gross Margin, net of acquisition cost for FY26 was at 4.04% as compared to 4.11%. Return on Asset (RoA) for FY26 was at 2.66% as compared to 2.55%. Return on Equity (RoE) for FY26 was at 12.73% as compared to 12.19%.

Reserves

During the year, the Company has transferred an aggregate amount of H465.58 crore to reserves. This comprises a sum of H340.00 crore transferred to Special Reserve and a sum of H125.58 crore to the Statutory Reserve.

Capital Adequacy Ratio (CRAR)

As on 31^st March 2026, the Capital Adequacy Ratio (CAR) was 27.26% (comprising Tier I capital of 26.89% and Tier II capital of 0.37%). CRAR before considering proposed Dividend was 27.51%. The Reserve Bank of India (RBI) has prescribed a minimum CRAR of 15% of total risk weighted assets.

Dividend

The Company has demonstrated strong performance during the FY26. We are pleased to recommend a dividend of H8 per equity share of face value of H10 each (previous year dividend declared was H5/- per equity share), subject to the declaration by the shareholders at the ensuing Annual General Meeting, in terms with the Company's Dividend Distribution Policy which is placed on the website of the Company at https://www.pnbhousing.com/investors/policies

Lending Operations

Your Company is a Non-Banking Financial Company- Housing Finance Company (NBFC-HFC) and is engaged in financing for purchase and/ or construction of residential houses, loan against property and loan for other related purposes.

All other activities revolve around the main business of the Company.

The Company had disbursed loans amounting to H26,548 crore during the year as compared to H21,972 crore in the previous year (growth of 21%).

The Company has accelerated growth during the year with focus on retail loans which contributed 98.74% of the total disbursements. The Affordable and Emerging Markets segment contributed 48% to the total retail disbursements. The total pan India branch network of the Company is 392.

The Company has robust underwriting, monitoring, collection and risk management practices that optimise operations and elevate customer satisfaction.

Loan Asset

Loan Asset grew by 15% YoY to H87,347 crore as on 31^st March 2026. With continued focus on retail segment during the year, the Company has grown retail loan book by 16.23% from H74,802 crore to H86,946 crore whereas the corporate loan book has declined by 58.36% from H963 crore to H401 crore in line with the strategy. The retail book constitutes 99.54% of the Loan Asset as on 31^st March 2026.

The Assets Under Management (AUM) grew by 13.09% YoY to H90,921 crore as on 31^st March 2026 as compared to H80,397 crore as on 31^st March 2025.

For further details of lending operations please refer the Management Discussion and Analysis Report.

Asset Quality

The overall Gross Non-performing Assets (GNPAs) declined by 15 bps to 0.93% as on 31^st March 2026 as compared to 1.08% as on 31^st March 2025. Corporate GNPA stood at Nil as on 31^st March 2026 and 31^st March 2025.

The overall Net Non-performing Assets (NNPAs) declined to 0.57% as on 31^st March 2026 as compared to 0.69% as on 31^st March 2025. The corporate NNPA stood at Nil as on 31^st March 2026 and 31^st March 2025.

During the year 2025-26, the Company had auctioned 4,845 properties under the provisions of SARFAESI Act, 2002 and sold 670 properties with loan outstanding amounts aggregating to H236.31 crore and the sale value were aggregating to H217.1 crore. None of the sister concerns of the Company participated in the auction(s).

The overall ECL provision coverage as on 31^st March 2026 was 1.05% (retail loans 1.04% and corporate loans 1.60%).

Distribution

During the year 2025-26, the Company expanded its branch network to 392 Branches from 355 branches as on 31^st March 2025.

The Company has 17 underwriting hubs for credit decision making.

Borrowings

The outstanding borrowings as on 31^st March 2026, were H71,199 crore as compared to H62,310 crore as on 31^st March 2025. During FY26, the Company had raised fresh resources of H55,430 crore from multiple sources excluding deposits.

Your Company continues to maintain a diversified and cost-effective funding strategy designed to support longterm financial strength and flexibility. Our borrowing mix is well-balanced, drawing from bank loans, deposits, NHB refinance, debt market instruments such as Non-convertible Debentures (NCDs) and Commercial Papers (CPs), and External Commercial Borrowings (ECBs). Amount under each category of borrowings is presented below:

Details of market borrowings are provided in the Management Discussion and Analysis Report and notes to accounts (refer Note No. 18).

Deposits

The outstanding deposits (including accrued interest) as on 31^st March 2026 were H18,055.44 crore (including non-retail deposits of H2,980.39 crore) as against H17,641.97 crore (including non-retail deposits of H2,225.12 crore) as on 31^st March 2025, registering an increase of 2%. The Company has raised H6,307 crore of total deposits (fresh + renewal) during FY26.

The Company has accepted public deposits in terms of RBI Master Directions as amended from time to time, latest being Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 and Reserve Bank of India (Housing Finance Companies) Directions, 2025 and as per the provisions of the Act, to the extent applicable. The Company has paid interest on all the outstanding deposits on due dates as per contract. There was no default in repayment of deposits or payment of interest thereon during FY26.

The deposits of the Company have been rated AA+ (Outlook Stable) by CRISIL and CARE as on 31^st March 2026. The deposit rating is revised to AAA (Outlook Stable) by CARE on 7^th May 2026.

Unclaimed Deposits

As on 31^st March 2026, the Company has the overdue public deposits of I 4.65 Crore pertaining to 1000 Depositors. The Depositors have been intimated regarding the maturity of their deposits with a request to either renew or claim the deposits, and subsequent reminders have been sent by SMS, e-mails, etc. Further, your Company had been remitting the maturity proceeds to the respective designated bank accounts maintained in the name of the depositor, in the absence of any specific instructions, where the bank account particulars were correct.

Your Company is liable to transfer, deposits remaining unclaimed for a period of seven years from the date they became due for payment to the Investor Education and Protection Fund (IEPF) established by the Central Government under section 125 of the Act. During the year, the Company has transferred an amount of I 39,08,518 pertaining to 323 Depositors to IEPF. The concerned depositors can claim refund of the deposit amounts back from the IEPF. The Company has provided the process of claiming refund from IEPF, on the website of the Company

Investment in SLR

The Company is required to maintain Statutory Liquid Ratio (SLR) as stipulated under RBI Master Directions on the outstanding deposits, by way of investments in specified securities or deposits in public sector undertakings. The Company has maintained total SLR investments of H2,680.06 crore including accrued interest (Book value of H2,682.19 crore) as on 31^st March 2026.

Non-Convertible Debentures (NCDs)

During the year, the Company has raised H2,325 crore of secured NCDs through private placements in different tranches as against H2,230 crore in FY25. The outstanding NCDs as at the end of FY26 were H7,531.17 crore. As specified in the offer documents, the funds were utilised for disbursement of loans to borrowers/ discharging existing borrowings/ general corporate purposes.

The Company has complied with the provisions of the Companies Act, 2013, related rules, RBI Master Directions and SEBI NCS Regulations for issue of Non-Convertible Debentures on private placement basis.

During FY26, the Company paid interest amounts from time to time and principal amounts on redemption of NCDs, on the respective due dates, in terms of the respective term sheets. There were no delay or default in such payments/ re-payments. There were no unclaimed/ unpaid amounts pertaining to principal or interest in respect of NCDs issued by the Company, during the year. The Company is not required to maintain debenture redemption reserve on privately placed NCDs in terms of Ministry of Corporate Affairs (MCA) Notification dated 16^th August 2019.

In terms of SEBI Circulars on contribution by eligible issuers of listed debt securities, the Company had deposited H25 lakh towards Recovery Expense Fund during the year, and also the Company has been depositing funds to Core Settlement Guarantee Fund of AMC Repo Clearing Limited, at the time of issuance of each debt securities.

Investment in LCR

The Company has maintained the investments for its Liquidity Coverage Ratio (LCR) as stipulated under RBI Master Directions as amended from time to time, latest being Reserve Bank of India (Non-Banking Financial Companies- Asset Liability Management) Directions, 2025. The Company has maintained average daily LCR of 179.48% for FY26.

Credit Rating

During the year, India Ratings upgraded the Company's longterm rating from AA+ 'Stable' to AAA 'Stable' for Bank Loan facilities and Non-Convertible Debentures. The Company is rated AA+ 'Stable' from all other major rating agencies i.e. CRISIL, ICRA and CARE Ratings as on 31^st March 2026.

Further, on 7^th May 2026, CARE Ratings has upgraded PNB Housing long term rating to AAA 'Stable' for Bank Loans, Deposits and Bonds including NCD and Tier II.

The credit rating on deposits, term loans, NCDs and commercial paper, and migration of rating during the year are disclosed in the General Information to Shareholders forming part of this Report.

Unclaimed Dividend

As on 31^st March 2026, dividend amounting to H3 lakh pertaining to previous years i.e., FY19 and FY25, which were not claimed by Shareholders of the Company, was outstanding. The Company has been informing these Shareholders by way of e-mails and letters from time to time and newspaper advertisements requesting them to claim the unclaimed dividend amounts.

For more details please refer General Information to shareholders, forming part of this Report.

Business Responsibility &

Sustainability Report, Management Discussion and Analysis Report and Report of Directors on Corporate Governance

In accordance with the provisions of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, ('Listing Regulations'), the Business Responsibility & Sustainability Report (BRSR) forms part of this Annual report. The BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct' and the BRSR related policies of the Company. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company. The BRSR is placed as Annexure-1 to this Report.

In accordance with the Listing Regulations and the Reserve Bank of India Master Directions, the Management Discussion and Analysis Report and the Report of Directors on Corporate Governance form part of this report. A certificate on compliance with the conditions of Corporate Governance under the Listing Regulations is placed as Annexure-2, to this Report.

Corporate Social Responsibility (CSR)

The Company has a CSR policy in place. The initiatives on CSR taken during the year are detailed in this report, Corporate Governance Report, and Management Discussion and Analysis Report.

The total amount allocated for CSR activities for FY26 was H42.25 crore and the funds were allocated to various projects during the year. Out of this, an amount of H12.02 crore was spent on various CSR activities in lumpsum or tranches based on the progress of the project(s) during FY26. A sum of H30.23 crore pertaining to various allocated CSR activities and ongoing mega CSR project was transferred to Unspent CSR Account of FY26 and will be spent as per schedule within permissible timelines. The details of CSR activities are captured in Annexure-3 to Directors Report. Additional information on CSR is provided in Annexure-3A.

PEHEL Foundation

PEHEL Foundation, a wholly owned subsidiary of the Company, serves as the primary implementation arm for the Company's CSR initiatives, working in collaboration with various partner agencies.

Brief outline of CSR Policy has been provided in Annexure-3 and the Policy is also available on the Company's website, in compliance with the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companies (Accounts) Rules, 2014.

During the year, the Company concentrated on both flagship and strategic interventions. The flagship initiatives were aimed at improving the welfare of the construction workers' community, while strategic interventions focused on key areas such as healthcare, environment, education, women empowerment, and sports.

Flagship Interventions

The construction workers community has been supported with mobile medical units, skill development, etc.

Strategic Interventions

Healthcare: Strengthened Govt. hospitals with infrastructural improvements, free primary healthcare through Mobile Medical Unit, Mobile eye care unit for school students, Equipment support to Multi-disability Rehabilitation Centre, wheelchairs support to old age home and senior citizens, Construction of double-storey insulated shelter along with support of solar plants and electric medical beds.

Education: Upgradation of a school with library and classroom infrastructure, holistic development for girls' schools, School renovation project, Transport support to home children, Digitalization and RO water support to government schools, etc.

Environment: Projects for tree plantation, Bio-composting Unit, solar electrification in schools, PHC and villages, etc.

Women Empowerment: Supported scholarship to girl students, micro enterprise development, construction of multipurpose centres, infrastructure Renovation of girls' colleges and Hostel, renovation of SHG Run Ventures canteen, Skill cum livelihood training to the women, Upgradation of female examination ward and sanitation in hospital and Supporting women with establishment of production centres.

Sports Interventions: Supporting athletes preparing for Olympics, Paralympics and other events with coaching, training, and rehabilitations.

Human Resource

As on 31^st March 2026, the Company had 2,355 full time employees on its rolls.

On-boarding of key positions and vacant positions at all levels across locations were made to ensure uninterrupted business operations.

Learning & Development team rolled out a structured learning roadmap to enhance techno-functional and behavioural skills. Delivered through a hybrid model, it supports continuous development, aligns capabilities with business goals and compliance needs, and fosters a culture of upskilling.

Disclosures on managerial remuneration covers the remuneration of top 10 employees employed throughout the year, who were in receipt of remuneration of '1.02 crore or more per annum or in receipt of remuneration of '8.5 lakh or more per month consist of fixed salary, allowances, perquisites/ taxable value of perquisites excluding perquisite value of ESOPs exercised and ex-gratia amount.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(1) and details under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and other particulars are set out in the Annexure 4 to the Directors' Report. The remuneration comprises of fixed salary, allowances, perquisites/ taxable value of perquisites excluding perquisite value of ESOPs exercised and ex- gratia amount.

In terms of the provisions of Section 136(1) of the Act read with the applicable rules, the Directors' Report is being sent to all Shareholders of the Company excluding a portion of the Annexure-4. Any Shareholder interested in obtaining a copy of the Annexure may write to the Company.

The changes in the KMPs and/ or Senior Management Personnel are covered in detail in the Report of Directors on Corporate Governance.

Employees Stock Option Scheme (ESOP) & Restricted Stock Units (RSU) Scheme

During the year 2,96,944 Equity Shares of H10 each were allotted on exercise of ESOP options under ESOP Scheme 2016, 2,17,095 Equity Shares of H10 each were allotted on exercise of ESOP options under ESOP Scheme 2018 and 46,010 Equity Shares of H 10 each were allotted on exercise of ESOP options under ESOP Scheme 2022. Further, 64,486 Equity Shares of H 10 each were allotted on exercise of RSUs under RSU Scheme 2020.

The details in terms with Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014, are uploaded annually on the website of the Company on the tab titled 'ESOP' with link:

https://www.pnbhousing.com/investors/updates-and-events

Grant of fresh ESOPs & RSUs

During the year, the Nomination and Remuneration Committee had granted 9,48,500 options under ESOP Scheme 2018. [5,80,500 options were granted at H1092.20; 108,000 options at H1074.30; 30,000 options at H1072.10; 30,000 options at H758.70 and 2,00,000 options at H932.85]. Further, granted 2,84,600 RSUs under RSU Scheme 2020 at H10 per unit and 2,34,508 RSUs under RSU Scheme 2022 at H10 per unit.

There has been no variation in the terms of the options granted under any of these schemes and all the schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended. The certificate from the Secretarial Auditors confirming that ESOP Schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Shareholder's resolutions will be available for inspection. The Nomination and Remuneration Committee monitors the compliance of these Schemes. The disclosures as required under the regulations have been placed on the website of the Company at https://www. pnbhousing.com/investors/updates-and-events along with ESOP documents as required under the amended provisions of SEBI Listing Regulations and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace. Members of the Internal Committee constituted by the Company are responsible for conducting inquiries pertaining to such complaints and reporting.

The Company on a regular basis sensitises its employees including employees of the subsidiaries on the prevention of sexual harassment at the workplace through workshops, group meetings, online training modules and awareness programmes. Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013:

a. Number of complaints of sexual harassment received in the year ended 31^st March 2026: Two

b. Number of complaints disposed of during the year:

2 complaints resolved and closed.

c. Number of cases pending for more than 90 days: NIL

d. Number of complaints pending at the end of the financial year: NIL

Maternity Benefit Act, 1961

The Company is in compliance with the applicable provisions relating to the Maternity Benefit Act, 1961.

Particulars of Loans, Guarantees or Investments

The Company, being a HFC registered with the National Housing Bank (NHB) and engaged in the business of providing loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees and investments, in terms of Section 186(11) of the Act.

The Company has an Investment Policy in place and has complied with the applicable provisions. As regards, investments made by the Company, the details of the same are provided in Notes to Accounts as Note No. 7 for the year ended 31^st March 2026, forming part of this Report.

Particulars of Contracts or Arrangements with Related Parties

In accordance with the provisions of Section 188 of the Act and rules made thereunder, the transactions entered with related parties are in the ordinary course of business and on an arm's length pricing basis. The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 of the Companies (Accounts) Rules, 2014 (Rule 2), are annexed to this report as Annexure-5. Details of related party transactions are given in the Notes to Accounts as Note No. 36.10.

Justification for entering into Related Party Transaction: The transactions are in the ordinary course of business and at arm's length basis. PNB, being one of the largest nationalised banks of India, offers various products including borrowings and investment options at a competitive rates which is in the interest of the Company and its stakeholders. Further, Company also uses PNB brand and logo for which royalty fee is paid to promoter at an arm's length price. Further, Company deals with PNB and other associates of PNB group for better service support for smooth operation of transactions, risk mitigation due to insurance coverage, etc. in the ordinary course of business and at arm's length pricing.

SEBI vide its various circulars required listed entities to follow the Industry Standards on Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction and the same is effective from 01^st September 2025, in terms of the Circular No. SEBI/HO/ CFD/CFD-PoD-2/P/CIR/2025/93 dated ₂₆th

June 2025. The Company has provided the minimum information to the Audit Committee, and to the shareholders in the explanatory statement of the Notice of AGM, while seeking approval for material related party transactions. The Company has been complying with the requirements as per the applicable provisions.

The Policy on Related Party Transactions is published elsewhere in the Annual Report and is also placed on

the Company's website at https://www.pnbhousing.com/ investors/policies

Material changes and commitments, if any, affecting the financial position

There were no material changes and commitments, and there were no material contracts or arrangements affecting the financial position of the Company, which has occurred between the close of the FY26 and the date of this report.

In terms of Rule 5(ii) of the Companies (Accounts) Rules,

2014 there has been no change in the nature of business of the Company. During the year, the members have, in the 37^th Annual General Meeting held on 21^st August 2025, approved for modification of Objects clause of Memorandum of Association (MOA) with addition of a clause relating to lending of unsecured loans.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

As a housing finance company, our environmental impact is largely limited to resource and energy use across distributed operations. We leverage digital platforms to improve efficiency, optimize paperwork, and strengthen data security. Locations use energy-efficient measures, including LED lighting and 3 and above star-rated appliances, with R32 refrigerants in new air conditioners. Recycled paper and controlled printing further optimise consumption.

During the year, about H 1.0 million was invested in energy initiatives driven by expansion and upgrades. Leased premises are assessed for practical, cost-effective features. The Company will continue monitoring opportunities and any feasibility is evaluated, balancing environmental stewardship with operational and financial prudence.

There was no import of technology during the previous three financial years. The Company is a non-banking financial company and is not involved in manufacturing or generating of products of software. Hence, the clauses of absorption of technology, import of technology, year of import and research & development are not applicable.

There were no foreign exchange earnings. However, the Company has incurred foreign exchange expenditure of H140.49 crore (previous year H112.94 crore) during the year primarily on account of interest on borrowings from external sources and other expenses.

Business Continuity

The Company has a Business Continuity Plan (BCP), designed to minimise operational, financial, legal, reputational, and other material consequences arising from a disaster, if any.

The Business Continuity & Disaster Recovery policy at the Company is developed with intent to prevent, contain, and respond to potential disruptions that may impact the

continuity of business/support processes performed by the Company, along with ensuring safety of its employees.

We have implemented multi-layered controls for identification, prevention, detection, and response to various cyber security threats. We have applied safeguards for protection of customer information. We have framed Information security policy, Cyber security policy and Cloud security policy to support information security management system and to protect business information at network, endpoint, perimeter, application, and human layer.

Directors

As on 31^st March 2026, the Company had Seven Directors comprising four Independent Directors, including a woman director, two Non-Executive Nominee Directors and a Managing Director & CEO.

The following were the changes in Directors during the year:

1. Dr. Tejendra Mohan Bhasin (DIN: 03091429) whose first tenure ended on 1^st April 2025, was re-appointed as an Independent Director of the Company to hold office for a second term of five consecutive years commencing from 2^nd April 2025, up to 1^st April 2030 (both days inclusive). He has been re-appointed by the members of the Company by passing special resolution on 20^th March 2025, through Postal Ballot, on recommendations of the Nomination & Remuneration Committee and

the Board.

2. Mr. Sunil Kaul (DIN: 05102910) resigned from the position of Non-Executive Nominee Director on the Board of the Company w.e.f. 2^nd May 2025. Quality Investment Holdings PCC (QIH) sold 2,71,24,311 equity shares of the Company representing 10.44% of the total paid- up equity share capital of the Company, through an open market transaction on 2^nd May 2025 and hence, QIH had withdrawn the nomination of Mr. Sunil Kaul from the Board of PNB Housing Finance Limited.

3. Mr. Girish Kousgi (DIN:08524205) resigned from the position of Managing Director and Chief Executive Officer of the Company vide his letter dated 30^th July 2025, to pursue opportunities outside, and the same was accepted by the Board of Directors at its meeting held on 31^st July 2025. The effective date of resignation was 28^th October 2025 (close of business hours).

4. Mr. Dilip Kumar Jain (DIN: 06822012), Nominee NonExecutive Director had retired by rotation at the 37^th Annual General Meeting (AGM) on 21^st August 2025 and was re-appointed by the members as a nonexecutive nominee Director, on the recommendations of the Nomination & Remuneration Committee and the Board of Directors, in terms of Section 152 of the Act.

Mr. Dilip Kumar Jain superannuated from Punjab National Bank with effect from 31^st August 2025. However, Punjab National Bank, the promoter, had continued the nomination of Mr. Jain up to 6 months from the date of his superannuation or until induction

of new nominee director Mr. Dipankar Mahapatra, whichever is earlier. Consequently, he tendered his resignation from the Board of the Company as a Non-Executive Nominee Director with effect from 4^th February 2026 (close of business hours) as Mr. Dipankar Mahapatra was appointed in his place, as the nominee director of the Promoter Bank.

5. Mr D. Surendran (DIN: 10174317) has been appointed as Nominee Non-Executive Director of the Company for

5 years, as approved by the members of the Company through Postal Ballot, effective from 23^rd August 2025, based on the recommendations of Nomination and Remuneration Committee and the Board of Directors. The Company had also obtained prior written permission from the Reserve Bank of India in terms of Para 45 of the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, to hold office from 23^rd August 2025. He has been nominated by Punjab National Bank (PNB). His office is liable to retire by rotation.

6. Mr. Sudarshan Sen (DIN-03570051) completed his tenure as an Independent Director of the Company on 30^th September 2025.

7. Mr. R Chandrasekaran (DIN- 00580842) completed his tenure as an Independent Director of the Company on 6^th October 2025.

8. Mr. Pavan Kaushal (DIN- 07117387) has completed his tenure as an Independent Director of the Company on 26^th October 2025.

9. Mr. Ajai Kumar Shukla (DIN:11358498) has been appointed as Managing Director & Chief Executive Officer (MD & CEO) and Key Managerial Personnel for a period of 5 (five) years as approved by the members of the Company through Postal Ballot, effective from 18^th December 2025, based on the recommendations of Nomination and Remuneration Committee and the Board of Directors. The Company has obtained prior written permission/ approval from Reserve Bank of India in terms of RBI (Non- Banking Financial Companies- Governance) Directions, 2025.

10. Mr. Dipankar Mahapatra (DIN: 09446502) has been appointed as Non-Executive Nominee Director for a period of 5 (five) years as approved by the members of the Company through Postal Ballot, with effect from 5^th February 2026 based on the recommendations of Nomination and Remuneration Committee and the Board of Directors. The Company has obtained prior written permission/ approval from Reserve Bank of India in terms of RBI (Non- Banking Financial Companies- Governance) Directions, 2025. He has been nominated by Punjab National Bank (PNB). His office is liable to retire by rotation.

11. Mr. Nilesh Shivji Vikamsey (DIN- 00031213) has completed his tenure as an Independent Director of the Company on 21^st April 2026.

12. Mr. Shreekant (DIN: 11808336) has been appointed as an Additional Director, Independent Director category, on

the Board of the Company with effect from

10^th July 2026, on the recommendation of Nomination

and Remuneration Committee.

13. Mr. Rajiv Kumar Singh (DIN: 03060652) has been appointed as an Additional Director, Independent Director category, on the Board of the Company with effect from 10^th July 2026, on the recommendation of Nomination and Remuneration Committee.

Proposals of appointment of Mr. Shreekant and Mr. Rajiv Kumar Singh as Independent directors of the Company, are placed to the members at the ensuing Annual General Meeting (AGM) and the details are incorporated in the Notice of the ensuing AGM and explanatory statement.

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) and 149(7) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any as per the terms of appointment.

Your Board wishes to place on record its sincere appreciation for the contributions made by these Directors on the Board and also on various Committees of the Board.

All the Directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Act. The Company has also received a certificate from the Practising Company Secretary confirming that none of the Directors have been debarred or disqualified and the same is placed as Annexure-6, to this Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience, and expertise. All the Independent Directors of the Company have registered their names with the data bank created for Independent Directors by Indian Institute of Corporate Affairs (IICA), Ministry of Corporate Affairs.

The details on the number of the Meetings of Board and the Board Committees held during the year are provided in the Corporate Governance Report, which forms part of this report.

The evaluation of Board, its Committees and individual Directors was carried out in terms of the provisions of the Act and SEBI Listing Regulations. For details, refer Corporate Governance Report.

Upon recommendation of the Nominations and Remuneration Committee (NRC), the Company has established a Policy on Fit and Proper Criteria for Directors and a Nomination

and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees and the same can be accessed on the website of the Company at https://www.pnbhousing.com/investors/policies as a part of Internal guidelines on Corporate Governance.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(3)(c) of the Act and based on the information provided by the management, your directors state that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

b) Accounting policies selected have been applied consistently. Reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2026 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts of the Company have been prepared on a going concern basis;

e) Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) Systems to ensure compliance with the provisions of all applicable laws are in place, and are adequate and operating effectively.

Changes in the Key Managerial Personnel

During the FY26, Mr. Girish Kousgi, Managing Director and Chief Executive Officer has, vide his letter dated 30^th July 2025, tendered resignation to pursue opportunities outside, and the effective date of resignation was 28^th October 2025.

Mr. Ajai Kumar Shukla (DIN:11358498), has been appointed as Managing Director & Chief Executive Officer (MD & CEO) and Key Managerial Personnel of the Company, effective from 18^th December 2025, for a period of 5 (five) years.

Policies and Codes

During the year, the Company has revised its policies and codes as required in terms of provisions of the Act, RBI Directions, SEBI Listing Regulations, etc., and placed all the requisite policies on its website at https://www.pnbhousing. com/investors/policies.

Risk Management

The Company has implemented a comprehensive enterprise level Integrated Risk Management (IRM) Policy, along with separate policies for various type of risks material to our business. The IRM policy provides overarching guidance for all risk-related activities, encompassing credit, Asset Liability Management (ALM), market, operational risk management, information technology, cyber security, etc. Additionally, it also defines the governance model and outlines the roles and responsibilities of each component within the risk management framework. For more details, please refer the Management Discussion & Analysis Report and also the Report of Directors on Corporate Governance forming part of this Annual Report.

Internal Financial Control & its Adequacy

The Company has put in place adequate policies and procedures to ensure that the system of internal financial control commensurate with the size and nature of the Company's business.

These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with Company's policies.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work is performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews are performed by management and the relevant board committees, including the Audit Committee. The Board is of the opinion that the Company's internal financial controls were adequate and effective during FY26.

Internal Audit

The Internal Audit function operating independently under the oversight of the Audit Committee of the Board, gives objective assurance to the Board on Company's internal control processes, risk management and governance systems and processes. The Internal Audit function is adequately staffed with skilled personnel. The function adopts a risk-based audit approach and carries out audits across retail mortgage and construction finance business, audit of operations units and other functions such as Treasury, Finance & Accounts, Risk, Compliance, etc. Thematic audits, Information Security audit, Spot checks and Concurrent audit are conducted in order to independently evaluate the adequacy and effectiveness of internal controls on an ongoing basis and proactively recommending enhancements thereof.

The Internal Audit Department, during the course of audit, also ascertains the adherence to regulatory guidelines, legal

requirements and operational processes and provides timely feedback to the management for corrective actions.

In line with the RBI guidelines, quality assurance programme is carried out by appointing an external agency, covering all aspects of internal audit function.

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to raise concerns on any wrongful conduct in the policies, procedures, codes and applicable laws, rules and regulations of the Company or in relation to corruption, misuse of office, criminal offence, suspected/ actual fraud, fraudulent reporting, misappropriation or mismanagement of the Company's assets. The Policy provides a framework to promote responsible and secure whistle blowing by protecting its employees. The policy has been appropriately communicated to the employees within the organisation and has also been hosted on the Company's website which can be accessed at https:// www.pnbhousing.com/investors/policies

Regulatory Compliance

Following the amendment in the Finance Act, 2019 and the subsequent notification by the Reserve Bank of India (RBI) in August 2019, Housing Finance Companies (HFCs) are being treated as one of the categories of Non-Banking Financial Companies (NBFCs) for regulatory purposes and accordingly come under RBI's direct oversight. The National Housing Bank (NHB), however, would continue to carry out supervision & refinance facilities for HFCs. In this regard Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 was notified on 17^th February, 2021 and thereafter the master directions were amended from time to time.

Further, in an effort to streamline and reorganize the regulatory instructions administered by its Department of Regulation (DOR), the RBI undertook a consolidation exercise on 28^th November 2025, whereby around 3,500 directions, circulars, and guidelines were subsumed into 238 Master Directions covering 11 categories of regulated entities. In the case of NBFCs, 34 Master Directions were amended. Accordingly, the erstwhile directions Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 was notified on 17^th February, 2021 has now been superseded by the Reserve Bank of India (Housing Finance Companies) Directions, 2025 dated 28^th November 2025, as amended from time to time.

The Company has been following guidelines, circulars and directions issued by the RBI/ NHB, from time to time. The Company has complied with the Reserve Bank of India Master Directions applicable to NBFCs/ HFCs and other directions/ guidelines prescribed by RBI regarding deposit acceptance, accounting standards, prudential norms for asset classification, income recognition, provisioning, capital adequacy, credit

rating, corporate governance, information technology framework, fraud monitoring, concentration of investments, capital market exposure norms, guidelines on maintenance of Liquidity Coverage Ratio (LCR), transfer of loans, know your customer and anti-money laundering, etc.

RBI had issued a circular on "Scale Based Regulation (SBR):

A Revised Regulatory Framework for NBFCs" on 22^nd October 2021 ('SBR Framework'). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC-Base Layer (NBFC-BL), NBFC-Middle Layer (NBFC-ML), NBFC-Upper Layer (NBFC-UL) and NBFC- Top Layer (NBFC-TL). PNB Housing Finance Limited was categorized as an NBFC-Upper Layer (NBFC-UL) vide RBI press release dated 30^th September, 2022, 14^th September, 2023 and 16^th January, 2025. Subsequent to the implementation of RBI (NBFC - Registration, Exemptions and Framework for Scale Based Regulation) Second Amendment Directions, 2026 effective June 24, 2026, the threshold for classification under the Upper Layer has been revised to include NBFCs having an asset size of 11,00,000 crore and above, based on the latest audited financial statements. Accordingly, PNB Housing Finance Limited may not fall under Upper Layer list. However, in accordance with the regulatory framework, the Company shall continue to comply with enhanced regulatory requirements applicable to NBFC-Upper Layer entities for a period of five years from its classification in the upper layer.

RBI has issued the Master Direction - Reserve Bank of India (Non-Banking Financial Company)- Scale Based Regulation) Directions, 2023 dated 19^th October 2023 which has been superseded by Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 dated 28^th November 2025, updated from time to time. The Company has put in place necessary Board approved policies like Internal Capital Adequacy Assessment Policy, Compensation Policy for Key Managerial Personnel and Senior Management, Compliance Policy, Board approved limits for Sensitive Sectors Exposure under the SBR Framework, etc.

Application under Insolvency & Bankruptcy Code, 2016

During the year, the Company has filed three applications under the Insolvency and Bankruptcy Code, 2016, out of which one application has been disposed off. As of now, 10 cases/ proceedings are pending under the Insolvency and Bankruptcy Code, 2016 before NCLT and NCLAT.

The Company has not entered into one-time settlement for any loans availed from the Banks or Financial Institutions.

Significant and Material Orders Passed by Regulators

During the year, there were no significant or material orders passed by the regulators or courts or tribunals that would impact the going concern status or operations of

the Company in the future. The Details on penalties, fines, strictures levied during the last three financial years are provided in the Corporate Governance Report.

Statutory Auditors

Reserve Bank of India guidelines dated 27^th April 2021, on Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) is applicable to your Company.

The Shareholders at their 36^th Annual General Meeting (AGM) have appointed M/s. C N K & Associates LLP, Chartered Accountants (Firm Registration No.101961 W/W-100036) and M/s M M Nissim & Co LLP, Chartered Accountants (Firm Registration No. 107122 W/ W100672) as the Joint Statutory Auditors of the Company for a period of three years from the conclusion of 36^th AGM i.e., from 12^th August 2024, till the conclusion of the 39^th AGM of the Company.

During the year, the Statutory Auditors remuneration was H1.62 crore (Remuneration of the Statutory Auditor of the Subsidiary Company is H0.10 crore). The remuneration pertains to fees for statutory audit, internal financial control reporting, limited reviews, tax audits, certifications, and reimbursement of expenses.

During the year under review, the Statutory Auditors did not have any matter requiring reporting under Section 143 (12) of the Act. Therefore, there is no reporting disclosure required under Section 134 (3) (ca) of the Act.

The Statutory Auditors Report for the year ended 31^st March 2026, does not contain any qualifications, observations or adverse comments.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility norms and independence criteria as prescribed by RBI guidelines and the Companies Act, 2013.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the shareholders at their 37^th AGM held on 21^st August 2025, have appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries (Firm registration no: P1996WB042300), as Secretarial Auditors of the Company for a term of five consecutive years, commencing from FY26 till FY30.

The Secretarial Audit Report for the financial year ended 31^st March 2026, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, is annexed to this Report as Annexure-7. Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

The Secretarial Auditor's Report does not contain any qualifications, observations or adverse comments.

In terms of Reg.24A of SEBI Listing Regulations, 2015, your Company has submitted the Annual Secretarial Compliance Report for FY26 issued by M/s Vinod Kothari & Company to the Stock Exchanges within the prescribed time and the same is available on websites of the Company and Stock Exchanges. The same is placed as Annexure-8, to this Report.

Maintenance of Cost Records

Being a housing finance company, your Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act & Rule 5(ix) of the Companies (Accounts) Rules, 2014.

Annual Return

The Annual Return in Form MGT-7, provisional, as on

31^st March 2026 is available on the website of the Company at

https://www.pnbhousing.com/investors/annual-return.

Subsidiaries of the Company

PHFL Home Loans and Services Limited (PHFL)

PHFL is a wholly owned subsidiary and is the distribution arm for PNB Housing, offering doorstep services to the prospective customers. The Subsidiary has trained workforce to source business for the loans and deposits offered by PNB Housing. During the year, the PHFL has sourced loan applications in respect of 74% of total loans disbursed by PNB Housing Finance. A report on the performance and financials of PHFL, as per Act and rules made thereunder is provided in Form AOC-1 attached to the Consolidated Financial Statements forming an integral part of this Annual Report.

PEHEL Foundation

PEHEL Foundation is the implementation arm of the Company for CSR activities along with other partnering agencies. It is a wholly owned non-profit subsidiary Company incorporated under Section 8 of the Act as an implementation arm to carry out various CSR activities of PNB Housing Finance and PHFL. A report on the performance and financials of PEHEL Foundation, as per Act and rules made thereunder is provided in Form AOC-1 attached to the Consolidated Financial Statements forming an integral part of this Annual Report.

During the year, under review, there was no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.pnbhousing.com/investors/annual-reports

Other Disclosures

Your Directors hereby clarify that during the year ended

31^st March 2026, the following disclosures were not

applicable/ there were no such transactions in the year

under review:

1. There has been no issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

3. The Managing Director & CEO of your Company did not receive any remuneration or commission during the year from the subsidiary of the Company.

4. No loans were provided to the employees for purchase of shares of the Company for the purpose mentioned in Section 67(3) of the Act.

5. The names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year: NIL

6. The securities of the Company were not suspended from trading during the year.

7. During the year, there were no frauds identified that will have a material impact on the financial position of the Company. The Company has identified/declared one corporate fraud Account involving borrowers Sarv Realtors Private Limited, Supertech Limited and ASP Sarin Reality Private Limited amounting Rs.237.43 Crore. However, account was already written-off in FY 202223 and hence, there is no material impact on the overall financials and operations of the Company.

8. There was no issue of shares during the year ended 31^st March 2026, other than ESOPs and RSUs. Hence, the explanation for variation of utilisation of proceeds, if any, as per Regulation 32 (4) of SEBI Listing Regulations, is not applicable.

Acknowledgements

The Directors place on record their gratitude for the support of various authorities including Reserve Bank of India, National Housing Bank, Securities and Exchange Board of India, Ministry of Housing and Urban Affairs,

Ministry of Corporate Affairs, Registrar of Companies, Financial Intelligence Unit (India), Insurance Regulatory and Development Authority of India, Stock Exchanges and the Depositories.

The Company acknowledges the role of all its key stakeholders-shareholders, banks and other lenders, investors, borrowers, channel partners, depositors, deposit agents, Auditors, Consultants, Registrar & Transfer Agent, Trustees, etc., for their continued support.

The Directors express their appreciation for the dedication and commitment with which the employees of the Company at all levels have worked during the period.