|
Dear
Shareholders,
The
Board
of
Directors
of
your
Company
('the
Board')
is
pleased
to
present
the
16
th
Annual
Report
of
Aavas
Financiers
Limited
('the
Company'
/
'Aavas'
/
'Your
Company'),
showcasing
the
operational achievements, financial performance, and strategic
developments for the Financial Year ended March 31, 2026, together
with
the
Audited
Financial
Statements.
The
Board
is
pleased
to
report
that
Financial
Year
2025–26
was
a landmark year for the Company marked by the
seamless
transition
of
promoter
ownership
from
Partners
Group
and
Kedaara Capital to Aquilo House Pte. Ltd. part of the CVC Network, following the completion of the Share Purchase
Agreements and open offer
Transaction in June 2025, ensuring
continuity of operations and reinforcing investor confidence. The
closure
of
this
transaction
positions
the
Company
for
sustainable
growth,
strengthened
governance,
and long-term
stability.
The Board of Directors of your Company ('the Board') is pleased to inform that, during the year under review, the Company's credit rating outlook was upgraded from Stable to Positive by both ICRA Limited and CARE Ratings Limited, reflecting the Company's robust financial performance, strengthened asset quality, prudent risk management practices,
and
consistent
growth
trajectory.
This
upgrade
also underscores
the
confidence
reposed
by
these
rating
agencies in
the
Company's
business
model,
operational
resilience,
and its
ability
to
sustain
improved
financial
metrics
going
forward.
FINANCIAL
PERFORMANCE
AT
A
GLANCE
COMPANY
BACKGROUND
Aavas is committed to enabling home ownership and entrepreneurial growth for families and small businesses across India. Its offerings include affordable housing loans, purchase construction loans, repair C renovation loans,
loans against property, and MSME loans, designed to meet the aspirations of customers who often operate outside the formal
income
system.
Aavas operates as a Housing Finance Company ('HFC'), registered
with
the
National
Housing
Bank
('NHB').
Its
activities
are
regulated
by
the
Reserve
Bank
of
India
('RBI')
under NHB's supervision, ensuring that every aspect of the Company's
lending
practices
is
guided
by
strong
governance, compliance,
and
transparency.
This
regulatory
foundation
not only strengthens operational discipline but also reinforces customer trust, positioning Aavas as a secure and credible partner in affordable housing finance.
By adhering to NHB's regulatory framework and RBI's guidelines, Aavas not only safeguards the interests of its customers but also reinforces its commitment to responsible lending. With 435 branches across 13 states and 2 union territories,
Aavas
continues
to
strengthen
its
presence in emerging markets. This extensive reach ensures that customers benefit from proximity, accessibility, and reliable service delivery, reinforcing the Company's position as a leading player in affordable housing finance.
The
Financial
Performance
for
Financial
Year
2025–26
is
presented
below
in
a
concise
summary
table:
(?
in
crore)
|
Particulars
|
For
the
year
ended
March
31,
2026
|
For
the
year
ended
March
31,
2025
|
|
A
|
Total
Income
|
2,684.83
|
2,358.42
|
|
|
Less:
|
|
|
|
|
Total
Expenditure
before
Depreciation
C
Amortization
and
provision
|
(1,767.56)
|
(1,562.25)
|
|
|
Impairment
on
financial
instruments
|
(33.72)
|
(27.12)
|
|
|
Depreciation
C
Amortization
|
(43.11)
|
(36.45)
|
|
B
|
Total
Expenses
|
(1,844.39)
|
(1,625.83)
|
|
C
|
Profit
Before
Tax
(A-
B)
|
840.44
|
732.5G
|
|
D
|
Less:
Provision
for
Taxations
(Net
of
Deferred
Tax)
|
(185.56)
|
(158.48)
|
|
E
|
Profit
After
Tax
(C-
D)
|
654.88
|
574.11
|
|
F
|
Add:
Other
Comprehensive
Income
(Net
of
Tax)
|
0.71
|
0.24
|
|
G
|
Total Comprehensive
Income
(E+F)
|
655.5G
|
574.34
|
|
H
|
Transfer
to
Statutory
Reserve
|
131.12
|
114.87
|
The figures presented above have been drawn from the Company's financial statements, prepared in accordance with Indian Accounting Standards ('Ind AS') as notified under Sections 129 and 133 of the Companies Act, 2013 read together with the
Companies
(Accounts)
Rules,
2014
and
other
applicable
provisions
of
the
Companies
Act,
2013.
Detailed
financial
statements
are
available in a dedicated section of this Annual Report.
Key
Financial
Benchmarks
of
the
Company
for
the
Financial
Year
2025-
26
During
the
Financial
Year
2025–26,
your
Company
demonstrated
sustained
growth
in
income,
reflecting
its
robust
business
model, prudent
financial
management,
and
continued
focus
on
expanding
its
housing
finance
portfolio.
The
Company's
income
expansion
underscores
its
ability
to
scale
operations
while
maintaining
financial
stability
and
compliance
with
regulatory
frameworks.
(
in
crore)
2,684.83
FY
2025-26
FY
2024-25
Income
Growth
Momentum
Continues
Your
Company's
Total
Income
for
the
Financial
Year
2025-26
ascended
to
?2,684.83
crore
as
compared
to
?2,358.42
crore
in
the
previous
Financial
Year.
Operating
G
Earning
Strength
For
the
year
under
review,
the
PBT
increased
to
?840.44
crore
against
?732.59
crore
in
the
previous
Financial
Year.
Moreover,
the
PAT
closed
at
?654.88
crore
during
the
year
as compared to ?574.11 crore in the previous Financial Year, reflecting
a
year-on-year
growth,
driven
by
prudent
financial
management.
DIVIDEND
Your Company remains committed to building sustainable
long-term
value
for
its
Stakeholders.
In
view
of
the
Company's
growth aspirations and the need to further strengthen its financial base, the Board of Directors has not recommended any
dividend
for
the
Financial
Year
under
review.
The profits generated during the year are proposed to be retained within the business to support future expansion,
reinforce
the
balance
sheet
and
enhance
the
Company's
ability
to capitalize on growth opportunities.
The
Company
has
in
place
a
Dividend
Distribution
Policy
which
lays down the framework for declaration and distribution of dividend.
The
Policy
has
been
formulated
in
compliance
with
Regulation
43A
of
the
SEBI
(Listing
Obligations
and
Disclosure Requirements) Regulations, 2015 ('SEBI (LODR) Regulations,
2015') and the applicable provisions of the Reserve Bank of India
(Non-Banking
Financial
Companies
–
Prudential
Norms on Declaration of Dividends) Directions, 2025 and Reserve Bank
of
India
(Housing
Finance
Companies)
Directions,
2025. The Policy is available on the website of the Company at
.
and
forms
part
of
this
Annual
Report
as
'
Annexure-5'
.
CAPITAL STRUCTURE: EOUITY BALANCE AND DEBENTURE
COMPOSITION
Authorized
Capital
The
Authorized
Share
Capital
of
the
Company
stands
at
?
85,00,00,000/-
(Rupees
eighty
five
crore
only)
divided into
8,50,00,000
(Eight
crore
fifty
lakh)
Equity
Shares
of
?
10/-(Rupees
ten
only)
each
as
on
March
31,
2026.
Issued,
Subscribed
G
Paid-up
Capital
At
the
beginning
of
the
Financial
Year
under
review,
the
issued,
subscribed
and
paid-up
share
capital
of
the
Company
was
?
79,15,36,650/-(Rupees
seventy
nine
crore
fifteen
lakh
thirty
six thousand six hundred and fifty only) divided into 7,91,53,665
(Seven
crore
ninety
one
lakh
fifty
three
thousand
six
hundred and sixty five) Equity Shares of Face Value ?10/- (Rupees ten
only)
each.
During the year, the Company allotted 1,29,078 (One lakh
twenty
nine
thousand
and
seventy
eight)
Equity
Shares
of
face
value of ?10/- (Rupees ten only) each pursuant to exercise of employee stock options by the eligible employees of the Company under Equity Stock Option Plans ('ESOPs') and Performance Stock Option Plans ('PSOPs') of the Company.
Accordingly,
the
issued,
subscribed
and
paid-up
share
capital of
the
Company
as
at
the
end
of
Financial
Year,
increased
and stood
at
?79,28,27,430
(Rupees
seventy
nine
crore
twenty
Debentures
eight
lakh
twenty
seven
thousand
four
hundred
and
thirty
only)
divided
into
7,92,82,743
(Seven
crore
ninety
two
lakh
eighty
two
thousand
seven
hundred
and
forty-three)
Equity
Shares
of
Face
Value
?10/-
(Rupees
ten
only)
each.
The equity shares of the Company are listed on BSE Limited ('BSE') and the National Stock Exchange of India Limited
('NSE')
and
continue
to
be
traded
on
both
the
Stock
Exchanges
throughout
the
Financial
Year,
without
any
suspension.
The Company has issued secured non-convertible debentures as part of its borrowing policy, including debentures listed on BSE Limited as well as certain unlisted debentures. The details of the secured debentures outstanding as at March 31, 2026 are
given
below:
(?
in
crore)
|
Sr.
No
|
ISIN
|
Date
of
allotment
|
Outstanding Amount
|
Listed/Unlisted
|
Stock
Exchange
|
|
1.
|
INE216P07175
|
30-03-2020
|
136.74
|
Unlisted
|
-
|
|
2.
|
INE216P07217
|
26-11-2021
|
99.00
|
Listed
|
BSE
Limited
|
|
3.
|
INE216P07225
|
25-03-2022
|
20.00
|
|
|
|
4.
|
INE216P07233
|
20-07-2023
|
75.00
|
|
|
|
5.
|
INE216P07241
|
29-10-2024
|
630.00
|
|
|
|
6.
|
INE216P07258
|
15-01-2025
|
100.00
|
|
|
|
7.
|
INE216P07266
|
15-01-2025
|
100.00
|
|
|
|
8.
|
INE216P07274
|
28-04-2025
|
100.00
|
|
|
|
9.
|
INE216P07282
|
28-04-2025
|
100.00
|
|
|
|
10.
|
INE216P07290
|
26-06-2025
|
170.00
|
|
|
|
Total
|
|
|
1,530.74
|
|
|
Note:
During
the
year,
ISIN
INE21CP0720S
was
fully
redeemed
on
December
31,
2025.
During the year, your Company has issued debentures exclusively for the deployment of funds on its own balance sheet
and
not
to
facilitate
resource
requests
of
group
entities/ parent
company/
associates.
TRANSFER TO SPECIAL RESERVE (UNDER
SECTION
2GC
OF
THE
NATIONAL
HOUSING
BANK
('NHB')
ACT,
1G87)
The Company has transferred a sum of ?131.12 crore, to reserve fund which is in compliance with Section 29C of the National Housing Bank Act, 1987 wherein every Housing Finance Companies ('HFCs') are required to transfer a sum
not
less
than
20%
of
their
net
profit
every
year
to
their
reserve
fund before declaration of any dividend.
COMPANY
OPERATIONS
AND
STRATEGIC
PROGRESS
Operating at the forefront of India's affordable housing finance ecosystem, your Company continues to strengthen its
role
as
a
trusted
financial
partner
for
aspiring
homeowners across
the
country.
With a clear strategic focus on expanding access to housing finance
for
underserved,
low
to
middle
income
and
emerging segments, the Company remains committed to bridging the credit gap for individuals who are often outside the ambit of formal
banking
channels.
In
pursuance
of
which,
Aavas
offers 'Small
Ticket
Size
('STS')
Loan'
which
is
one-stop
solution
to fulfil small financial needs.
With a thriving community of 2.71 Lakh active customers and cumulative loan disbursements reaching ?40,862 crore by March 31, 2026, your Company continue to set new benchmarks for institutional growth and social impact.
Over the years, the Company has steadily expanded its geographical presence and operational footprint across India. As of March 31, 2026, Aavas operates an extensive branch network of 435 branches across 13 states and 2 union
territories
and
during
the
year,
the
Company
has
added net 38 Branches.
Comprehensive insights into the Company's operational dynamics and its state of affairs are elaborated in the 'Management Discussion and Analysis Report' which is an integral component of this Annual Report.
During
the
year,
your
Company
delivered
a
resilient
and
high-growth performance, characterized by robust operational
execution
as
evidenced
by
the
financial
highlights
summarized below:
Loan
Sanctions
The
total
Loan
Sanctions
of
the
Company
reached
at
?
6,989.70
crore
as
at
March
31,
2026,
reflecting
a
steady
12%
year-on-year
growth
over
the
previous
year's
figure
of
?
6,240.53
crore.
Cumulative loan sanctions since inception, have scaled to ?42,290.95 crore as of March 31, 2026 and the Company
has
not
granted
any
loan
against
the
collateral of
Gold
Jewellery
and
loan
against
shares
during
the
year.
Loan
Disbursements
The
total
housing
loan
disbursement
reached
at
?6,775.09
crore as at March 31, 2026 compared to ?6,123.01 crore in the previous Financial Year registering an annual growth of 11%.
The
cumulative
loan
disbursement
since
inception
as
at March 31, 2026 was ?40,862 crore.
Assets
Under
Management
('AUM')
Driven by a robust expansion in our lending segments, the
Company's
AUM
reached
a
high
of
?23,451.71
crore (including assignment and PTC of ?5,911.58 crore) as of March 31, 2026. This represents a resilience of 15% year-on-year growth from ?20,420.18 crore (including assignment
and
PTC
of
?4,529.17
crore).
The Company continues to prioritize a diversified and granular
risk
profile.
As
of
March
31,
2026,
our
average ticket
size
for
sanctioned
loans
was
maintained
at
?10.2
lakh,
with
a
weighted
average
tenure
of
184
months
on
an
origination basis, ensuring long-term yield stability and reduced
concentration
risk.
The
Company
further
confirms
that
throughout
the
Financial Year
under
review,
there
were
no
alterations/changes
in
the
core
operations
or
activities
or
nature
of
the
business of
the
Company.
Capital
Adequacy
and
Liquidity
Coverage
Your Company continues to maintain a fortified capital position, with the Capital Adequacy Ratio ('CRAR') strengthening to 44.56%. This high ratio significantly surpasses the 15% statutory threshold mandated by the RBI Master Directions, providing the Company with substantial leverage for future growth.
Reflecting a commitment to prudent cash flow
management,
the
Liquidity
Coverage
Ratio
('LCR')
stood
at 147.71% as of March 31, 2026. This comfortably exceeds
the
regulatory
requirement
of
100%.
Non-Performing
Assets
('NPA')
The
Company
maintains
a
proactive
and
stringent
approach
to
risk
management,
ensuring
the
long-term
health
of
our
credit portfolio
through
advanced
monitoring
and
early
intervention.
Your
Company
remains
fully
compliant
with
Ind
AS
concerning
the
classification
and
provisioning
of
Stage-3
Assets
('NPA'). Asset classification is rigorously determined based on expected performance models, with Exposure at Default
('EAD')
encompassing
the
total
outstanding
amount,
inclusive
of
accrued
interest,
as
of
the
reporting
date.
Through
a
combination
of
granular
monitoring,
early-warning signals and swift remedial actions, the Company continues
to safeguard its portfolio integrity. This multi-layered risk framework allows us to identify and address potential stress points before they escalate.
As
at
March
31,
2026
Gross
Non-Performing
Assets
('GNPA') and Net Non-Performing Assets ('NNPA') were recorded at
1.05%
and
0.68%
respectively,
compared
to
1.08%
and
0.73%
in
the
preceding
Financial
Year.
This
performance
reflects
our resilient collections mechanism and disciplined underwriting standards amidst a dynamic credit environment.
RATINGS
OF
THE
COMPANY-
HIGHLIGHTING
GROWTH
G
RESILIENCE
Credit
Rating
As
at
March
31,
2026,
the
Credit
Ratings
assigned
by
Credit
Rating
Agencies
are
as
under:
|
Sr.
No.
|
Rating
Agencies
|
Long
Term
Bank
Facilities
Rating
|
NCD
Rating
|
Commercial
Paper
Rating/Short
Term
Debt
|
Outlook
|
|
1.
|
ICRA
Limited
|
AA;
Positive
|
AA;
Positive
|
A1+
|
Positive
|
|
2.
|
CARE
Ratings
Limited
|
AA;
Positive
|
AA;
Positive
|
-
|
Positive
|
|
3.
|
India
Ratings
and
Research
Private
Limited
|
-
|
-
|
A1+
|
-
|
During
the
Financial
Year
under
review,
the
Company's
credit
rating
outlook
has
been
revised
from
'Stable
to
Positive'
by
ICRA
and
CARE
Limited.
A
comprehensive
overview
of
the
Company's
credit
ratings,
is
available
on
the
website
of
the
Company
at
.
Environmental,
Social,
and
Governance
('ESG')
Rating
The
Company
has
gained
notable
recognition
in
the
field
of
ESG
practices,
demonstrating
its
steadfast
dedication
to
sustainability.
The
Company's
below
ESG
ratings
illustrate
its
strong
performance
and
commitment
to
sustainability
metrics:
|
Sr.
No.
|
Rating
Agencies
|
Ratings
|
|
1.
|
SCP
Global
|
35
|
|
2.
|
Morningstar
(Sustainalytics)
|
23.9
(Medium
Risk)
|
|
3.
|
CRISIL
ESG
Ratings
C
Analytics
Limited
|
64
(Strong)
|
|
4.
|
ESG
Risk
Assessments
and
Insights
Limited
|
67
(Strong)
|
|
5.
|
NSE
Sustainability
Ratings
C
Analytics
Limited
|
71
(Aspiring)
|
|
6.
|
SES
ESG
Research
Private
Limited
|
77.7
(Medium)
|
|
7.
|
CFC
Finlease
Private
Limited
|
82
(Excellent)
|
*
Morningstar
(Sustainalytics)
ratings
assess
risk,
where
a
lower
risk
rating
indicates
a
better
rating.
The Company has not engaged with any ESG Rating Provider for rating. They have independently assigned the rating on the basis
of
Company's
disclosures
and
other
publicly
available
data.
For
more
details
on
ESG
ratings,
kindly
visit
to
website
of
the Company at
.
REGULATORY G
STATUTORY
COMPLIANCES
In line with the commitment to ethical governance and transparent operations, the Company accords utmost importance to compliance with all applicable regulatory and statutory requirements. It operates within a well-defined compliance
framework
that
ensures
adherence
to
all
relevant laws, rules and standards.
Your Company ensures strict adherence to all relevant guidelines, circulars, notifications and directions issued by our
regulators
which
includes
but
not
limited
to
Reserve
Bank of India ('RBI'), National Housing Bank ('NHB'), Ministry of Corporate Affairs ('MCA'), Securities and Exchange Board
of India ('SEBI'), Insurance Regulatory and Development
Authority
of
India
('IRDAI'),
BSE
Limited
('BSE')
and
National
Stock Exchange of India Limited ('NSE') from time to time. These guidelines, circulars, notifications and directions are also
presented
to
the
Board
in
the
form
of
regulatory
updates to
keep
the
Board
informed
and
report
on
actions
initiated
on the same. The Company also complies with the provisions
of the Companies Act 2013, Secretarial Standards issued by the
Institute
of
Company
Secretaries
of
India
('ICSI')
and
as notified
by
Ministry
of
Corporate
Affairs
from
time
to
time.
Further,
the
Company
aligns
itself
with
the
Income
Tax Act, 1961 and Goods and Services Tax Act ('GST') and diligently observes all other applicable statutory and regulatory requirements to maintain robust compliance and governance
standards.
Compliance with Directions/ Guidelines of RBI / NHB and other
statutes
During
the
Financial
Year
2025-26,
your
Company
has
operated
within
a
robust
compliance
framework
and
has
complied
with all
applicable
regulations,
directions,
guidelines
and
circulars
issued by statutory and regulatory authorities governing Housing
Finance
Companies.
Your Company has complied with Reserve Bank of India (Housing Finance Companies) Directions, 2025 including
any
amendments
made
thereto
from
time
to
time.
During the Financial year, your Company has ensured adherence
to
circulars
issued
covering
areas
such
as
periodic updation
of
KYC,
use
of
the
1600
number
series
for
customer communications, levy of prepayment charges on business purpose
loans
extended
to
individuals
and
MSMEs,
and
other governance and prudential norms applicable to Housing Finance
Companies.
The
RBI,
vide
Press
Release
No.
2025-26/1588
dated
November
28,
2025,
issued
244
Consolidated
Master
Directions
administered
by the Department of Regulation, covering 11 categories of
regulated
entities.
These
directions
rationalised
the
regulatory
framework
by
issuing
35
directions
applicable
to
Non-Banking
Financial Institutions while repealing and withdrawing 9,445 existing
circulars.
The
Company
has
carefully
examined
the
relevant
Master Directions
and
has
made
necessary
alignments
to
its
internal
policies
and
practices
to
ensure
continued
regulatory
compliance.
Insurance
Regulatory
and
Development
Authority
of
India ('IRDAI')
Compliance
The Company is registered with the IRDAI as a Corporate Agent
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's
Certificate
of
Registration
to
act
as
Corporate Agent
('Composite')
was
renewed
with
validity
of
three
years from
December
08,
2023
to
December
07,
2026.
DEPOSITS
Your Company being a non-deposit taking HFC has not solicited,
accepted
or
renewed
any
amount
falling
within
the
purview
of
provisions
of
Section
73
of
the
Companies
Act,
2013
read
with
the
Companies
(Acceptance
Deposits)
Rules,
2014
during
the
Financial
Year
under
review.
Hence,
the
requirement
AWARDS
AND
RECOGNITION
for furnishing the details relating to deposits covered under Chapter V of the Companies Act, 2013 and in terms of RBI (Housing Finance Companies) Directions 2025 read with paragraph
58
and
59
of
Reserve
Bank
of
India
(Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 are not applicable to the Company.
During
the
year
under
review,
your
Company
continued
to
earn
widespread
recognition
across
Corporate
Social
Responsibility,
Information
Technology,
Environmental,
Social
and
Governance
('ESG'),
and
Brand
C
Corporate
achievements.
These
accolades reflect
the
Company's
unwavering
commitment
to
excellence,
innovation,
sustainability,
and
Stakeholder
value
creation.
The
key
recognitions
received
during
the
year
are
outlined
below:
|
Sr.No.
|
Category
|
Awards/Recognitions
|
|
1.
|
Product
Innovation
|
Honored
with
Product
Innovation
by
National
Housing
Bank
in
Housing
C
Housing
Finance
Excellence
Awards
2025.
|
|
2.
|
Corporate
Social
Responsibility
|
Recognized
as
Road
Safety
Leader
Honored
with
Childcare
Champion
Award
\u2013
India
Childcare
Awards
2025
presented
by FORCES C Mobile Creches
Honored
with
ET
Rajasthan
Business
Awards
(CSR
Initiative
of
the
Year)
Honored
with
Best
Environment
Safety
Initiative
of
the
Year
2025
\u2013
Indian
CSR
Awards
2025
Honored
with
Best
CSR
Award
at
NBFC
Tomorrow
Conclave
C
DNA
Awards
2025
by
Banking Frontiers
|
|
3.
|
Information
Technology
|
Recognized
as
the
Finalist
for
Innovation
in
Enterprise
Solution
at
the
16
th
Aegis
Graham
Bell
Awards
('AGBA')
for
Innovation
|
|
4.
|
Environmental
C Social
Governance
|
Recognized
as
2
nd
Runner-up
for
Tulsi
Award
|
|
5.
|
Brand
C
Corporate Achievements
|
Honored
with
ET
Now
Best
Brands
Awards
Recognized
as
\u201cGreat
Place
To
Work\u201d
Certified
organization
|
RESOURCE
MOBILIZATION
Your Company has in place a well-defined borrowing framework
approved
by
the
Board
of
Directors,
which is periodically reviewed to ensure alignment with the Company's strategic and operational objectives. Guided by this
framework,
the
Company
maintains
a
structured
liability profile aimed at optimizing the cost of funds while ensuring adequate liquidity and financial flexibility to support the growth of its lending operations.
Additionally,
the
Company
continues
to
explore
opportunities for
responsible
and
sustainable
sources
of
funding
that
align with its broader commitment towards inclusive housing finance and long-term economic development.
Further, reinforcing its disciplined capital management framework and in compliance with pursuant to Section 180(1)(c)
of
the
Companies
Act,
2013,
the
Shareholders of the Company, through a Special Resolution passed on September
16,
2025,
have
authorized
the
Board
of
Directors (including
Committees
of
the
Board)
to
borrow
monies,
apart
from
temporary
loans
obtained
from
the
Company's
bankers
in the
ordinary
course
of
business,
in
excess
of
the
paid-up
share capital,
securities
premium
and
free
reserves
of
the
Company,
subject
to
an
overall
borrowing
limit
of
?32,000
crore
(Rupees thirty two thousand crore only).
Strategic Performance Metrics showing borrowing
profile
and
liquidity
resilience
of
the
Company
:
|
Key
Indicators
|
For
the
Year
ended
March 31,
2026
|
For
the
Year
ended
March 31,
2025
|
|
Weighted
Average Borrowing
Cost
(Including
Securitization/
Assignment)
|
7.62%
|
8.24%
|
|
Liquidity
Coverage
Ratio
(Regulatory
Requirement
of
85%)
|
147.71%
|
128.12%
|
|
Liquidity
Position
(Including
FD\u2019s)
|
\u20b9
1,843.30
crore
|
\u20b9
1,559.63
crore
|
Diversified
Funding
Sources
The Company mobilizes resources through a diversified mix of
funding
instruments
and
borrowing
avenues,
enabling
it
to efficiently access capital under varying market conditions.
During the year under review, our sources of funding were substantially in the form of Long-Term Loans from Banks and Financial Institutions (52%), followed by Securitization/ Direct assignment (27%), NHB Refinance (11%) and Debt capital
market
(10%).
Term
Loans
from
Banks
and
Financial
Institutions
As at March 31, 2026, the Company obtained fresh loan
sanctions
of
?4,000
crore,
against
the
availed
loans
amounting
to
?3,650
crore.
Accordingly,
the
outstanding
balance
of
term loans from banks and financial institutions stood at ?10,624 crore (excluding PTC and CC), with an average tenure of approximately
9
years.
Co-Lending/Securitization/Assignment
of
Loan
Portfolio
The
Company
has
continued
to
leverage
opportunities
in
the co-lending, securitization and direct assignment markets,
enabling
it
to
strengthen
liquidity,
broaden
its
liability
base
and
mitigate
asset-liability
mismatches.
During
the
year
under
review,
your
Company
received
purchase
consideration of ?1,677 crore from assets assigned under transfer of loan portfolio transactions, received purchase consideration
of
?496
crore
from
PTC
transaction
and
raised
?
200
crore
through
co-lending
of
loan
portfolio.
These portfolio transfer and co-lending transactions were undertaken
in
compliance
with
the
guidelines
issued
by the
RBI,
and
the
related
assets
were
derecognized
from
the
Company's financial statements in accordance with the applicable regulatory and accounting framework.
Refinance
from
National
Housing
Bank
('NHB')
The Company, during the Financial Year, received NHB refinance aggregating to ?295 crore. As on March 31, 2026, total outstanding balance of refinance from NHB stood at around
?2,186
crore.
Non-Convertible
Debentures
('NCDs')
During the Year, the Company has mobilised funds through
issue
of
Non-Convertible
Debentures
amounting
to
?400
crore.
In pursuance to which, the total outstanding NCDs of the
Company
has
reached
at
?1,530.74
crore
as
at
March
31,
2026
as
compared
to
?1,317
crore
in
the
previous
year.
Moreover, the composition of the NCD portfolio of your Company reflects a diversified lender base, with Financial Institutions ('FI') constituting 33%, Development Financial Institution ('DFI') 50%, and Scheduled Commercial Banks ('SCB') 17% of the total outstanding, as against FI – 23 %; DFI – 65
%
and
SCB-
12
%
respectively,
in
the
previous
year.
Commercial
Papers
During
the
Financial
Year
under
review,
your
Company
issued Commercial
Papers
amounting
to
?200
crore,
which
was
fully utilized
for
the
object
as
stated
in
the
Offer
Document.
As
on
March 31, 2026, the Company's Commercial Paper outstanding
is ?200 crore (Maturity Amount).
Further, no other short-term instruments were issued in the Financial
Year
2025-26.
Rupee
Denominated
External
Commercial
Borrowing
The
Company
continues
to
diversify
its
funding
profile
through
Rupee Denominated External Commercial Borrowings, including Masala Bonds, thereby strengthening access to offshore capital while mitigating currency risk.
As at March 31, 2026, the total outstanding balance under Rupee Denominated External Commercial Bond was ?270 crore. The Company has maintained a disciplined approach towards servicing its obligations, with all interest payments on NCDs and Masala Bonds being duly paid on due dates, without any instances of delay or unclaimed amounts. Further, during the year, the company has fully redeemed masala bond of ?200 Crore.
In line with applicable regulatory provisions, being a listed HFC,
the requirement for
creation
of
Debenture
Redemption Reserve
('DRR')
is
not
applicable.
Further,
the
stipulation
to invest or deposit a sum of not less than 15% of the amount of debentures which are maturing during the Financial Year
ending
on
March
31
of
the
next
year
as
provided
under
Rule
18
of
the
Companies
(Share
Capital
and
Debentures)
Rules,
2014
has
been
dispensed
with
for
listed
entities
vide
notification
of MCA dated June 05, 2020.
TRUSTEE TO SECURITIES
HOLDERS
In order to safeguard the interest of Debenture Holders of the Company and continuous monitoring of compliance with
terms
of
issue,
your
Company
has
appointed
IDBI
Trusteeship
Services
Limited
and
Beacon
Trusteeship
Limited
pursuant
to
the
provisions
of
Securities
and
Exchange
Board
of
India
(Issue
and
Listing
of
Non-
Convertible
Securities)
Regulation
2021.
The details of Debenture Trustee are available on the Company's website at
and are also available at
corporate information section, of this Annual Report.
BRANCH
BUILD-
UP:
STRATEGIC
NETWORK
EXPANSION
Our
success
is
anchored
in
a
deep
commitment
to physical accessibility and community. A strong branch network forms the backbone of the Company's operations, enabling it to serve customers effectively at the grassroots level. Each branch acts as a strategic touchpoint, driving business
growth
and
fostering
closer
engagement
with local
communities.
By
expanding
the
physical
presence, the Company continues to strengthen its reach, improve customer
access
and
tap
into
emerging
markets
across
India.
The
Company
is
expanding
its
presence
in
the southern region,
which represents a meaningful whitespace opportunity. Building on the operational experience in Karnataka and a
contiguous expansion strategy, during the year, your Company
has
extended
its
footprint
into
Tamil
Nadu
with
20
Branches.
As
on
March
31,
2026,
the
Company
is
operating
in
13
states
and
2
union
territories,
with
a
network
of
435
branches,
consisting
of Rajasthan, Gujarat, Maharashtra, Madhya Pradesh, Uttar Pradesh, Haryana, Chhattisgarh, Uttarakhand, Himachal Pradesh, Punjab, Odisha, Karnataka, Tamil Nadu, Delhi and Chandigarh.
The
Company
has
added
net
38
Branches
during the Financial Year 2025-26.
Your Company has its Registered Office in Jaipur, Rajasthan and its branch network as on March 31, 2026 vis-à-vis the previous Financial Year are detailed hereunder:
|
States
|
Branches
as
on
March
31,2026
|
Branches
as
on
March
31,2025
|
|
Maharashtra
|
50
|
51
|
|
Uttar
Pradesh
|
48
|
39
|
|
Karnataka
|
38
|
38
|
|
Haryana
|
20
|
20
|
|
Tamil
Nadu
|
20
|
1
|
|
Chhattisgarh
|
9
|
9
|
|
Uttarakhand
|
9
|
9
|
|
Odisha
|
6
|
6
|
|
Delhi
|
5
|
5
|
|
Punjab
|
4
|
5
|
|
Himachal
Pradesh
|
4
|
4
|
|
Chandigarh
|
1
|
-
|
|
Total
number
of
branches
|
435
|
3G7
|
BOARD
OF
DIRECTORS
AND
KEY
MANAGERIAL
PERSONNEL
The
Board
of
Directors
plays
a
pivotal
role
in
upholding the
principles
of
sound
Corporate
Governance
by providing strategic direction, oversight, and accountability. An appropriately structured and well-balanced Board, comprising Executive, Non-Executive, and Independent
Directors,
ensures
a
diversity
of
perspectives,
experience,
and
expertise,
thereby
strengthening
decision-making
processes.
The composition of your Company's Board is designed to foster
independence,
transparency,
and
objectivity,
enabling effective supervision of management and safeguarding the interests of all Stakeholders.
During
the
period
under
review,
your
Company
has
optimum mix of Executive, Non-Executive and Independent Directors including Women Independent Director and its composition is aligned with the requirements of Companies Act, 2013,
SEBI
(LODR)
Regulations,
2015,
and
the
Reserve
Bank
of
India
(Non-Banking
Financial
Companies
-
Governance)
Directions, 2025, as amended from time to time.
The Board of Directors of the Company comprises eminent professionals
with
diverse
experience,
high
standards
of integrity, and proven competence. The Non-Executive Directors, including Independent Directors, play a pivotal role
in
strengthening
the
governance
framework
by
bringing objective and independent judgment to Board deliberations. Their contributions span across key areas such as strategic direction, operational performance, risk oversight, resource allocation, financial reporting, and upholding the highest standards of corporate conduct.
In line with best governance practices, the Board has identified and mapped core competencies including Accounting and Finance, Legal and Regulatory Compliance, Strategy Formulation and Execution, Risk Management, and Corporate Governance, along with other specialized skills. These
competencies
are
considered
essential
for
the
effective functioning
of
the
Company,
particularly
in
its
capacity
as a NBFC and HFC.
BOARD
OF
DIRECTORS
As
on
March
31,
2026,
the
Board
is
comprised
of
9
Directors, including three 3 Independent Directors of which 2 are Women Independent Directors, 5 Non-Executive Nominee Directors, and 1 Executive Director who also serves as the Managing Director C Chief Executive Officer. The Board's composition reflects an appropriate balance of executive
and
non-executive
representation,
ensuring
robust
oversight,
diverse perspectives, and strong leadership, thereby fostering
sound business principles and sustainable value creation.
The
Composition
of
the
Board
of
the
Company
as
on
March
31,
2026
is
given
below:
|
Sr.
No.
|
Name
of
Director
|
Designation
and
Category
|
|
1.
|
Mr.
Sandeep
Tandon
|
Chairperson-Independent
Director
(Non-
Executive)
|
|
2.
|
Mrs.
Kalpana
Kaushik
Mazumdar
C
|
Independent
Director
(Non-
Executive)
|
|
3.
|
Mrs.
Soumya
Rajan
|
Independent
Director
(Non-
Executive)
|
|
4.
|
Mr.
Sachinderpalsingh
Jitendrasingh
Bhinder
^
|
Managing
Director
and
CEO
(Executive)
|
|
5.
|
Mr.
Siddharth
Tapaswin
Patel
*
|
Nominee
Director
(Non-
Executive)
|
|
6.
|
Mr.
Rohit
Ranjan
**
|
Nominee
Director
(Non-
Executive)
|
|
7.
|
Mr.
Nikhil
Omprakash
Gahrotra
*
|
Nominee
Director
(Non-
Executive)
|
|
8.
|
Mrs.
Neha
Sureka
*
|
Nominee
Director
(Non-
Executive)
|
|
9.
|
Mr.
Anant
Jain
*
|
Nominee
Director
(Non-
Executive)
|
C
Tenure
of
Mrs.
Kalpana
Kaushik
Mazumdar
is
set
to
expire
June
22,
2026,
the
resulting
vacancy
will
suitably
be
filled
by
the
Board
within
the regulatory
timelines.
^
Ceased
to
be
Managing
Director
and
CEO
of
the
Company
w.e.f.
Close
of
business
hours
of
April
20,
2026.
Further
Mr.
Manu
Yeshpal
Singh
appointed
as
the
Managing
Director
(subject
to
receipt
of
approval
from
the
Reserve
Bank
of
India
and
approval
of
the
shareholders
of
the
Company)
and
Chief
Executive
Officer
of
the
Company,
w.e.f.
April
21,
2026.
*
Appointed
as
Additional
Non-Executive
Non-Independent
Directors
w.e.f.
June
30,
2025
and
subsequently
their
appointment
was
approved
by
the
Shareholders
as
Non-Executive
Nominee
Director
at
the
Annual
General
Meeting
held
on
September
16,
2025.
**
Appointed
as
Additional
Non-Executive
Non-Independent
Director
w.e.f.
October
15,
2025
and
subsequently
his
appointment
was
approved
by
the
Shareholders
as
Non-Executive
Nominee
Director
via
postal
ballot
passed
on
January
06,
2026.
KEY
MANAGERIAL
PERSONNEL
The Key Managerial Personnel ('KMP') of your Company constitute the core leadership team responsible for the effective execution
of
the
Company's
strategy
and
the
day-to-day
management
of
its
operations.
In accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, your Company's KMP comprises
the
following:
|
Sr.
No.
|
Name
of
KMP
|
Designation
|
|
1.
|
Mr.
Sachinderpalsingh
Jitendrasingh
Bhinder
^
|
Managing
Director
C
Chief
Executive
Officer
|
|
2.
|
Mr.
Manu
Yeshpal
Singh
*
|
Chief
Executive
Officer
|
|
3.
|
Mr.
Ghanshyam
Rawat
|
President
and
Chief
Financial
Officer
|
|
4.
|
Mr.
Ashutosh
Atre
|
President
and
Chief
Risk
Officer
|
|
5.
|
Mr.
Saurabh
Sharma
|
Company
Secretary
and
Compliance
Officer
|
^
Ceased
as
KMP
w.e.f.
close
of
business
hours
of
April
20,
2026.
*
Appointed
as
KMP
w.e.f.
April
21,
2026.
APPOINTMENT
G
RESIGNATION
OF
DIRECTORS
AND
KEY
MANAGERIAL
PERSONNEL
During the Financial Year under review and upto the date of this Annual report, the Company has witnessed changes in its Board composition in accordance with corporate governance requirements and business imperatives. The changes, including appointments and resignations were undertaken to strengthen leadership oversight, ensure regulatory alignment and drive operational effectiveness details as under:-
|
Appointment
|
Resignation
or
Retirement
|
Directors
Retiring
by
Rotation
|
Appointments/
Resignations
of
the
Key Managerial
Personnel
(KMP)
|
|
During
the
year
Shareholders
at its 15
th
AGM held on September 16, 2025, approved the appointment of Mr. Elcid Vergara, Mr. Siddharth Tapaswin Patel, Mr. Nikhil Omprakash Gahrotra,
Mrs.
Neha
Sureka and Mr. Anant Jain as Non-Executive
Nominee
Director
w.e.f.
June
30,
2025.
Further, during the year, the Shareholders of the Company,
vide
Postal
Ballot
(passed
on
January
06,
2026)
approved the appointment of
Mr.
Rohit
Ranjan
as
Non-Executive
Nominee
Director
w.e.f.
October
15,
2025.
Further, Mr. Manu Yeshpal Singh was appointed as a Managing Director (subject to
receipt
of
approval
from
Reserve
Bank
of India and Shareholders of the Company) and Chief Executive Officer of the Company w.e.f. April 21,
2026.
|
During
the
year,
Mr.
Ramachandra
Kasargod
Kamath,
Mr.
Vivek
Vig, Mr. Nishant Sharma, Mr. Manas Tandon, and Mr. Rahul Mehta resigned as Non-Executive
Nominee
Director
w.e.f.
June
30, 2025.
Further,
Mr.
Elcid
Vergara
resigned
as Non-Executive Nominee Director
w.e.f.
October
15,
2025.
Further, Mr. Sachinderpalsingh Jitendrasingh Bhinder resigned as Managing Director C Chief
Executive
Officer
of
the
Company,
w.e.f.
close
of
business
hours
of April
20,
2026.
|
Pursuant
to
the
provisions of Section 152 of the Companies Act, 2013
during
the
Year,
no
Director
of
the
Company
was
liable to retire by rotation at
the 15
th
AGM as per the composition of the Board of
the
Company.
Further, pursuant to the provisions
of
Section
152 of the Companies
Act, 2013, Mr. Nikhil Omprakash
Gahrotra,
C Mrs. Neha Sureka,
Non-Executive Nominee
Director,
are
liable
to
retire
by
rotation
at
the
ensuing 16
th
AGM
of
the
Company. They
are
eligible
and
have offered
themselves
for
re-
appointment.
|
Mr.
Sachinderpalsingh
Jitendrasingh
Bhinder ceased to be a Key Managerial Personnel of the Company, pursuant to his resignation
from
the
position
of Managing Director C Chief
Executive
Officer
of
the
Company
w.e.f. close of business hours of April
20,
2026.
Further, Mr. Manu Yeshpal
Singh was appointed as a Key Managerial Personnel of the Company, pursuant to his appointment as Chief Executive
Officer
of
the
Company
w.e.f.
April
21,
2026.
|
DECLARATION
BY
INDEPENDENT
DIRECTOR
In
accordance
with
the
provisions
of
the
Section
149(6) of
the
Companies
Act,
2013
and
Regulation
16(1)(b)
C
25 of SEBI (LODR) Regulations, 2015, the Company has received
declarations
from
all
the
Independent
Directors of the Company confirming that they meet the criteria of independence for Independent Directors.
The
Board
affirms
that
the
Independent
Directors
fulfill the aforesaid criteria and possess requisite integrity, qualifications, proficiency, experience, expertise and are independent of the management.
The
names
of
all
the Independent
Directors
of
the Company have been included in the Independent Director's databank maintained
by
Indian
Institute
of
Corporate
Affairs
('IICA').
None of the Directors have any pecuniary relationship or transactions with the Company.
CERTIFICATE
OF NON-DISOUALIFICATION OF
DIRECTORS
The Board of Directors hereby affirms that none of its members are disqualified from being appointed as Directors in accordance with the provisions of Section 164 of the Companies
Act,
2013.
Further,
no
Director
has
been
debarred
from
holding
the
office
of
Directors
by
virtue
of
any
SEBI
order
or
any
other
such
authority.
None
of
the
Directors
of
the
Company
are related to each other.
In
support
of
the
above,
a
certificate
from
a
Company
Secretary
in practice has been obtained confirming that none of the
Directors
on
the
Board
of
the
Company
have
been
debarred
or
disqualified
from
being
appointed
or
continuing
as
Directors
of Company by SEBI / MCA or any such statutory authority. The
same
forms
part
of
this
Annual
Report
as
'Annexure-1'
.
DISCLOSURE UNDER SECTION 1G7(14) OF THE
COMPANIES
ACT,
2013
During
the
year
under
review,
the
Company
did
not
have
any Subsidiary, therefore, the disclosure under Section 197(14) of
Companies
Act,
2013
for
receiving
any
commission
by
the
Managing
Director
and
Chief
Executive
Officer
of
the
Company
from Subsidiary Company is not applicable.
BOARD
MEETINGS
The Company upholds Corporate Governance best practices by convening a minimum of four Board meetings each year, ensuring at least one meeting per quarter. The schedule for these meetings is established well in advance, following due consultation and concurrence of all Directors.
For matters requiring urgent attention, decisions approved through
circular
resolutions
are
subsequently
presented
at the next scheduled Board meeting, thereby reinforcing transparency and accountability in governance.
During the Financial Year under review, the Board held 7 (Seven) meetings. Detailed records of individual Directors' attendance
at
these
meetings
are
comprehensively
captured
in
the
Corporate
Governance
Report
and
are
not
repeated
here
to
avoid
duplicacy.
PERFORMANCE
EVALUATION
OF
THE
BOARD,
ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
The effectiveness of the Board of Directors is central to the Company's
sustained
growth
and
governance
excellence. A structured evaluation process enables the Board to
identify opportunities for improvement, address governance challenges,
and
strengthen
accountability,
thereby
enhancing value creation for all Stakeholders.
In line with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has undertaken its
annual assessment of
overall
performance, including
that of its Committees and Individual Directors. In consultation with the Nomination and Remuneration Committee, the Board
has
established
a
comprehensive
framework
that sets out the criteria for evaluating the performance of the Board, its Committees, and Individual Directors, including Independent Directors, in compliance with applicable regulatory
requirements.
The Board also periodically reviews and refines this framework,
in collaboration with the Nomination and Remuneration Committee, to ensure alignment with evolving compliance obligations and governance standards.
The evaluation process is facilitated through a web-based platform,
'DigiCompany'
which
streamlines
operations,
enhances efficiency, and automates the generation of evaluation
reports.
Details of the evaluation process covering the Board, its Committees,
and
Individual
Directors,
including
Independent Directors,
are
provided
in
the
Corporate
Governance
Report, forming part of this Annual Report.
SEPERATE
INDEPENDENT
DIRECTORS'
MEETINGS
During
the
Financial
Year
under
review,
two
separate
meeting
of Independent Directors was convened on December 02, 2025
and
March
12,
2026.
This
meeting
was
held
without
the
participation
of
Non-Independent
Directors
or
members
of
the
Company's Management, thereby ensuring an environment conducive to independent deliberation and oversight.
The
Independent
Directors,
in
the
course
of
this
meeting,
reviewed
and
discussed
various
matters
arising
from
Committee
meetings
and
Board
deliberations.
Their
discussions
encompassed,
inter alia,
the
assessment
of
the
quality,
adequacy,
and
timelines
of information
flow
between
the
Company's
Management
and
the
Board, ensuring that the Board is equipped with all necessary data
and insights to effectively discharge its fiduciary and governance
responsibilities.
FAMILIARIZATION
PROGRAMME
FOR
INDEPENDENT
DIRECTORS
In
line
with
the
Company's
commitment
to
strong
governance practices, familiarization programmes are conducted for Independent
Directors
in
compliance
with
Regulation
25(7)
of
the
SEBI
(LODR)
Regulations,
2015.
These
programmes
ensure
that Independent Directors are well-acquainted with their roles, rights, responsibilities, and the Company's business model at the time of induction.
The Programme provides a structured framework aligned with contemporary governance expectations, emphasizing adherence to a code of ethics and integrity. Its objective is to educate Independent Directors about their obligations,
regulatory
environment, and the Company's
operational model,
thereby fostering trust and confidence among Stakeholders and the investment community.
Through
induction
and
ongoing
training
initiatives,
the
Board, including Independent Directors, is empowered to make
informed
and
deliberate
decisions
that
serve
the
best
interests
of the Company and its Stakeholders.
Details
of
the
familiarization
programme
are
available
on
the
Company's
website
at:
.
POLICY
ON
DIRECTOR'S
APPOINTMENT,
REMUNERATION
G
OTHER
DETAILS
To
foster
capable
and
visionary
leadership,
the
Company
has adopted a comprehensive Nomination and Remuneration
Policy
governing
the
selection,
compensation,
and
governance
of its Directors, Key Managerial Personnel ('KMP'), and Senior
Managerial
Personnel
('SMP').
The
Policy
emphasizes ethical conduct, professional merit, and organizational alignment, ensuring that individuals appointed to critical positions contribute meaningfully through their competence and
insight.
It
also
reinforces
transparency
in
the
nomination process, underscoring the Company's commitment to responsible
leadership.
This Policy has been formulated in accordance with Section
178
of
the
Companies
Act,
2013,
Regulation
19
of
SEBI
(LODR)
Regulations,
2015,
and
the
Guidelines
on
Compensation
of
Key
BOARD
COMMITTEES
Managerial
Personnel
and
Senior
Management
in
NBFCs
issued
by the Reserve Bank of India (RBI) vide circular RBI/2022-23/36
DOR.GOV.REC.No.29/18.10.002/2022-23
dated
April
29,
2022,
as
amended
from
time
to
time.
The
Policy
is
available
on
the website of the Company at
Details of remuneration paid to Directors are disclosed in
the Annual Return ('Form MGT-7'), which is also available on the website of the Company at
.
Aligned with the applicable regulatory framework, the Board has constituted following 9 Committees of Board to effectively
strengthen
governance,
strategic
decision-making,
enhance
operational
efficiency,
oversight
functions
and
regulatory
compliance:
|
Sr.
No.
|
Committee
Name
|
Brief
Purpose
|
|
1.
|
Audit
Committee
(\u201cAC\u201d)
|
Oversees
the
Company\u2019s
financial
reporting
and
internal
controls.
|
|
2.
|
Nomination
C
Remuneration
Committee
(\u201cNRC\u201d)
|
Responsible
for
identifying
and
nominating
new
Board
members, KMPs
C
SMPs
and
overseeing
the
Board's
governance
practices.
|
|
3.
|
Stakeholders
Relationship
Committee
(\u201cSRC\u201d)
|
Ensuring
good
corporate
governance
and
maintaining
a
positive relationship
with
Stakeholders.
|
|
4.
|
Corporate
Social
Responsibility
C
Environment Social Governance Committee (\u201cCSR C ESG\u201d)
|
Integrate economic and social objectives, contributing to sustainable growth and a positive social impact and ESG Compliance
includes
sustainable
development
C
long-term
value
creation.
|
|
5.
|
Risk
Management
Committee
(\u201cRMC\u201d)
|
Assesses
and
manages
Company\u2019s
risks.
|
|
6.
|
Asset
Liability
Management
Committee
(\u201cALCO\u201d)
|
To oversee the management of assets and liabilities to achieve profitability and financial stability.
|
|
7.
|
Information
Technology
(\u201cIT\u201d)
Strategy
Committee
|
To ensure that IT investments and projects support the organization's objectives, considering both risks and resources and
oversees
digital
transformation
and
IT
strategies.
|
|
8.
|
Customer
Service
C
Grievance
Redressal Committee
(\u201cCSCGR\u201d)
|
Handles
customer
grievances
and
service
improvements.
|
|
9.
|
Executive
Committee
(\u201cEC\u201d)
|
Responsible
for
taking
decision
related
to
borrowing,
Investments,
operational
C
strategic
decisions.
|
During
the
Financial
Year
under
review,
the
Board
accepted
all
recommendations made by the above Committees.
The details with respect to the composition, terms of
reference,
number
of
Meetings
held,
etc.
of
these
Committees
as on March 31, 2026 are given in the Report on Corporate Governance,
which
forms
part
of
this
Annual
Report as
'Annexure-2'
.
EMPLOYEE
STOCK
OPTION
PLAN
The
Company
recognizes
the
importance
of
attracting,
retaining
and motivating talent as a key driver of its long-term growth and
value
creation.
In
line
with
this,
the
Company
has
implemented
an Employee Stock Option Schemes ('ESOP Schemes'), designed to align the interests of employees with those of shareholders
by
providing
an
opportunity
to
participate
in
the Company's growth and performance.
All the ESOP C PSOP Schemes of the Company are in
compliance with the provisions of SEBI (Share Based Employee
Benefits
and
Sweat
Equity)
Regulations,
2021
('SEBI
SBEB
and
Sweat
Equity
Regulations')
as
amended
from
time
to
time.
Further, the Nomination C Remuneration Committee is authorized to
administer
and
oversee
the
ESOP
C
PSOP
Schemes
of
the Company ensuring compliance with the Companies Act,
2013,
SEBI
SBEB
and
Sweat
Equity
Regulations,
2021
and
SEBI
(LODR)
Regulations,
2015.
EOUITY
STOCK
OPTION
PLAN
2022
('ESOP-
2022')
During the Financial Year under review, the Company made grant
aggregating
to
3,01,230
options
on
November
11,
2025 under
ESOP-2022.
PERFORMANCE
STOCK
OPTION
PLAN
2023
('PSOP-2023')
During the Financial Year under review, the Company made grant aggregating to 23,637 options on August 12, 2025 under the
PSOP-2023.
PERFORMANCE
STOCK
OPTION
PLAN
2024
('PSOP-2024')
During
the
Financial
Year
under
review,
the
Company
made
grant
aggregating
to
10,000
options
on
November
11,
2025
under the
PSOP
2024.
EOUITY
STOCK
OPTION
PLAN
2025
('ESOP-
2025')
With
a view to drive long term performance, retain talent and attract new talent, the Company formulated and implemented
'Aavas
Financiers Limited - Equity Stock Option Plan- 2025'
('ESOP-2025') as a key component in its reward structure to the eligible
employees
of
the
Company.
The
ESOP-2025
was
approved
by
the
Shareholders
in
Annual
General
Meeting
held
on
September
16,
2025.
Further,
during
the
year
under
review,
the
Company
made
grant
aggregating
to
14,22,470
options
on
November
11,
2025 under the ESOP 2025.
Following
are
the
existing
ESOP
and
PSOP
plans
of
the
Company:
|
Sr.
No.
|
Particulars
|
ESOP
2016-
I
|
ESOP-
201G
|
ESOP-
2020
|
ESOP-
2021
|
ESOP-
2022
|
PSOP-
2023
|
PSOP-
2024
|
ESOP-
2025
|
|
1.
|
Date
of
Shareholders\u2019
approval
via
Special
Resolution
|
February 23,
2017
|
August
01,
2019
|
July 22,
2020
|
August
10,
2021
|
July 21,
2022
|
November
06,
2023
|
August
07,
2024
|
September
16,
2025
|
|
2.
|
Authorization
|
The
Schemes
empowers
the
Board
and
Nomination
C
Remuneration
Committee
to
execute
the
Scheme.
|
|
3.
|
Variation
(if
any)
|
No
variation
has
been
made
in
the
terms
of
any
of
the
ESOP
schemes
of
the
Company
during
the Financial
Year
2025-26.
|
Additionally, in compliance with the Regulation 13 of SEBI SBEB and Sweat Equity Regulations, 2021, a certificate confirming
that
the
above
ESOP
C
PSOP
Schemes
have
been implemented in accordance with the SEBI SBEB and Sweat Equity
Regulations,
2021
as
amended
from
time
to
time,
has been obtained from Secretarial Auditors of the Company.
Further,
the
applicable
disclosures
as
stipulated
under
Regulation
14
of
SEBI
SBEB
and
Sweat
Equity
Regulations,
2021,
with
regard to
ESOP
C
PSOP
Plan
of
the
Company
are
available
on
the
website
of the Company at
.
Further, in compliance with Regulation 42 of SEBI (LODR)
Regulations,
2015,
the
ESOP
C
PSOP
schemes
are
available
on the
website
of
the
Company
at
.
AUDIT
G
AUDITORS
Statutory
Auditors
and
Auditors'
Report
In terms of provisions of Section 139 of the Companies Act,
2013
read
with
the
Companies
(Audit
and
Auditors)
Rules,
2014
and RBI Guidelines for appointment of Statutory Auditor(s), M/s.
M
S
K
A
C
Associates
LLP,
Chartered
Accountants
(Firm Registration No. 105047W) and M/s. Borkar C Muzumdar,
Chartered
Accountants
(Firm
Registration
No.
101569W)
were
appointed as the Joint Statutory Auditors of the Company by the
members
of
the
Company
for
a
period
of
3
(Three)
consecutive
years
in
the
AGM
held
on
August
07,
2024
effective
from
the conclusion of 14
th
AGM until the conclusion of 17
th
AGM.
The
Audit
Report
given
by
the
Joint
Statutory
Auditors
on
the financial statements of the Company is part of this Annual Report.
There
has
been
no
qualification,
reservation,
adverse remark
or
disclaimer
given
by
the
Auditors
in
their
Report.
The
Audit
Committee
and
the
Board
of
Directors
also
took
note
of
the
eligibility
certificate
received
from
both
the
audit
firms that
they
are
not
disqualified
and
are
eligible
to
hold
the
office as Auditors of the Company. Further, during the year under
review,
the
Auditors
have
not
reported
any
fraud
under
Section
143(12) of the Companies Act, 2013.
Secretarial
Auditors
and
Secretarial
Audit
Report
With
a
vision
to
uphold
the
highest
standards
of
governance
and
regulatory
discipline,
the
Company
undertakes
Secretarial
Audit
as
a
key
assurance
mechanism
to
evaluate
compliance with applicable laws and secretarial practices.
In adherence with the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder and Regulation 24A of SEBI (LODR) Regulation, 2015, the Shareholders of the Company, in the 15
th
AGM held on September 16, 2025,
approved
the
appointment
of
M/s.
Chandrasekaran
Associates, (Firm
Registration
No.
P1988DE002500)
Company
Secretaries
as
Secretarial
Auditors
of
the
Company
for
a
period
of
5
(Five) consecutive
Years
effective
from
Financial
Year
2025-26
upto Financial
Year
2029-30.
Accordingly, M/s. Chandrasekaran Associates, Company Secretaries (Firm Registration No. P1988DE002500), have carried
out
Secretarial
Audit
of
the
Company
for
the
Financial
Year
2025-26
in
accordance
with
the
provisions
of
Section
204
of
the
Companies
Act,
2013
read
with
the
rules
made
thereunder.
The
Report
of
Secretarial
Auditors
is
self-explanatory
and
there
were no observations or qualifications or adverse remarks
in
their
Report.
In
accordance
with
provisions
of
Sub-section
(1)
of
Section
204
of the Companies Act, 2013, the Secretarial Audit Report in
Form
MR-3,
forms
part
of
this
Annual
Report
as
'Annexure-3'
.
Furthermore, M/s. Chandrasekaran Associates, Company Secretaries has issued an Annual Secretarial Compliance Report for the Financial Year 2025-26 in compliance with Regulation 24A of SEBI (LODR) Regulation, 2015 which forms
part
of
this
Annual
report
as
'Annexure-4'
and
is
also
submitted
to
the
Stock
Exchanges.
There
are
no
observations,
or
qualifications
or
adverse
remarks
in
their
Report.
The Company has obtained consent and eligibility certificate from
the
above
audit
firm
under
applicable
rules
and laws that they are not disqualified and are eligible to hold the office as Secretarial Auditors of the Company for the Financial
Year
2026-27.
INFORMATION
SYSTEM
AUDIT
('IS
AUDIT')
The Company has in place a Board approved Information Systems Audit Policy that is commensurate with the technological
landscape.
The
audits
focus
on
information
technology
general
controls and information security aspects.
The Information System audit are carried out as part of an Internal Audit function. The Internal Audit function is an independent assurance function. The Head of Internal Audit
('HIA') is accountable to the Audit Committee and Management
in
providing
assurance
on
the
adequacy
and
effectiveness
of the
Company's
risk
management,
control,
and
governance
of
information
system
processes
used
for
controlling
its
activities.
INTERNAL AUDIT G INTERNAL FINANCIAL
CONTROL
AND
ITS
ADEOUACY
The Company has in place a Board approved Risk Based
Internal Audit Framework ('RBIA') in compliance with directive issued
by
Reserve
Bank
of
India.
The
Company
has
an
effective
independent Internal Audit function headed by the HIA to oversee the audit of functional areas and operations.
The
HIA
reports
directly
to
the
Audit
Committee
of
the
Board.
The
primary responsibility of
the HIA is
to effectively manage the
Internal
Audit
function
and
to
ensure
that
it
provides
required assurance on the entity's business and support functions.
The RBIA framework effectively ensures that internal audit coverage
is
commensurate
with
the
nature
of
complexity
of
business operations on an ongoing basis. It encompasses coverage of business and support functions, including governance,
regulatory,
operational
and
technology
aspects, as well as branch audits. HIA ensures compliance with the internal
audit
principles
and
standards
and
the
independence
of
the
Internal
Audit
department,
its
audit
staff
and
evaluating
its performance against key performance indicators.
The
Audit
Committee
performs
periodic
reviews
and
evaluates
adequacy and effectiveness of the Company's internal control environment, ensuring the timely implementation of audit
recommendations
to
enhance
operational
integrity
and regulatory
compliance.
The
Company's
internal
financial
control
is
a
process
designed
to provide reasonable assurance regarding the reliability of
financial
reporting
and
the
preparation
of
financial
statements
in
accordance
with
generally
accepted
accounting
principles. The Company's internal financial control framework includes those policies and procedures aimed at:
Ensuring
the
maintenance
of
accurate
financial
records;
Providing reasonable assurance that financial transactions
are
recorded
appropriately
for
the
preparation
of
financial statements;
Establishing mechanisms for the timely prevention and detection of unauthorized acquisition, use, or disposal of Company assets that may have a material impact on financial
statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY
REGULATORS
There were no significant or material orders passed by the regulators
or
courts
or
tribunals
against
the
Company
during the Financial Year 2025-2026.
MATERIAL
CHANGES/EVENTS
AND
COMMITMENTS,
IF
ANY
During the year following material changes/events have
occurred:
Material
Event:
Share
Purchase
Agreement
and
Open
Offer
During
the
previous
Financial
Year
2024–25,
the
Company
had
entered into share sale agreements ('SPAs') with Aquilo
House
Pte. Ltd. (belonging to the CVC Network) ('Purchaser') and Lake District Holdings Limited, Partners Group ESCL Limited and
Partners
Group
Private
Equity
(Master
Fund),
LLC,
being the
erstwhile
promoters
and
members
of
the
Promoter
Group of the Company ('Sellers').
Pursuant to the SPAs, the Purchaser agreed to acquire, in
aggregate,
2,09,49,112
equity
shares
of
the
Company
from
the
Sellers,
constituting
26.47%
of
the
paid-up
share
capital
of
the
Company
and
control of the Company, subject to the terms and conditions set out in the SPAs.
The execution of the SPAs triggered an obligation on the Purchaser to make an open offer to the public shareholders of the Company in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers)
Regulations,
2011.
Pursuant
to
the
said
open offer, the Purchaser acquired 1,78,08,116 equity shares of the Company, aggregating to 22.50% of the paid-up share capital of the Company pursuant to the open offer from the public
shareholders.
In
accordance
with
the
terms
of
the
SPAs,
on
June
30,
2025 ('Closing Date'), the Purchaser acquired 2,09,49,112 equity shares constituting 26.47% of the paid-up share capital of the Company. Consequently, with effect from the Closing Date (i) the Purchaser acquired control of the Company and was classified as a 'promoter' of the Company; and (ii) the
erstwhile
promoters
and
members
of
the
promoter
group
of
the
Company
hold
NIL
shares
of
the
Company
and
have
ceased
to
be
in
control
of
the
Company,
and
stand
reclassified
as
public shareholders
of
the
Company
with
effect
from
June
30,
2025.
As
a
result
of
the
aforesaid
acquisition
and
the
open
offer,
the Purchaser as on March 31, 2026, holds 3,87,57,228 equity shares
of
the
Company,
representing
48.88%
of
the
paid-up share capital of the Company.
Further, there have been no other material changes or commitments
that
have
affected
the
financial
position of
the
Company.
MAINTENANCE
OF
COST
RECORDS
The
Company
being
an
NBFC-HFC
is
not
required
to
maintain cost records as per sub-section (1) of Section 148 of the Companies
Act,
2013.
INFORMATION
TECHNOLOGY
Your company has strengthened its position as a
technology-driven leader by leveraging digital, AI, and automation
to
improve
efficiency,
reduce
costs,
and
enhance customer experience. Key initiatives included upgrading the Nirman sales app, implementation of a digital agreement process, a loan disbursal processes, and expansion of customer
self-service
via
chatbots
and
mobile
apps.
AI adoption across critical functions improved turnaround
times,
FTR
rates,
voice
bot
improved
collections
efficiency,
and
application
development
speed,
while
RPA
and
other
AI
tools enhanced audits and employee productivity.
The Company also modernized its data platform with a scalable cloud-native stack which ensures scalability and advanced analytics. It strengthened cybersecurity through drills,
assessments
and
awareness
programs
and
maintained
a strong BitSight rating. Operational improvements included adopting cloud-based systems like Salesforce, MuleSoft for loan origination and customer service and Oracle platforms for core banking and financial systems. Digital integrations
enabled
over
75%
of
customer
requests
to
be
resolved
digitally
with
99%
self-service.
Going
forward,
the
focus
will
be
on
scaling
AI
across
functions,
enhancing cybersecurity, expanding cloud adoption, and building
strategic
partnerships
to
drive
long-term
growth
and innovation in affordable housing finance.
HUMAN
RESOURCE
–
A
CULTURE
OF
COMMITMENT,
CONSISTENCY
AND
COMPASSION
Your Company has always been committed to nurturing a supportive, inclusive and dynamic workplace where each
team
member
feels
valued
and
motivated.
Our
comprehensive
HR
initiatives
are
designed
to
enhance employee
well-being, cultivate professional growth, and build a strong sense of community. By investing in our people, we not only drive individual success and well-being, but also propel our
organization
towards
greater
achievements.
Its
vision
of
being
a leader and a role model in a broad based and integrated
financial
services
business
and
a
culture
that
is
purpose
driven
gives
meaning
to
our
people.
As
we
reflect
on
the
past
Financial Year,
2026,
it
is
evident
that
our
success
is
intrinsically
linked
to
the quality and competence of our human capital.
Your Company has continued to built upon the strong foundation established in previous years by implementing strategic initiatives designed to enhance the well-being, foster career growth and advance professional development of
our
employees.
Among
these
initiatives,
we
have
placed
a
particular
emphasis
on
promoting
the
holistic
well-being
of
our
female staff and strengthening the leadership capabilities of our Senior Management team.
Recognizing
the
importance
of
a
performance
driven
culture, the
Company
introduced
a
performance-based
equity
scheme to instill a sense of ownership and accountability while incentivizing
excellence.
This
initiative
reflects
our
dedication to align individual contributions with organizational success, ensuring
that
employees
are
rewarded
for
their
commitment and
achievements.
Furthermore,
we
continue
to
invest
in
leadership
development
programs, mentorship opportunities, and skill enhancement initiatives
to
empower
our
workforce
and
equip
them
with
the tools necessary to excel in an evolving business landscape.
As
of
March
31,
2026,
our
permanent
employees
count
stood
at 7,649, reflecting our growth and unwavering commitment to
fostering
a
conducive
and
performance-driven
organizational environment. In the future, your Company is committed to foster
an
improved
workplace
that
nurtures
professional
development and operational excellence. Together, we will persist in our pursuit of excellence, promote sustainable growth
and
create
lasting
value
for
all
our
Stakeholders.
DISCLOSURES UNDER SEXUAL HARASSMENT
OF
WOMEN
AT
WORKPLACE
(PREVENTION,
PROHIBITION
G
REDRESSAL)
ACT,
2013
Your Company remains firmly committed to providing a
safe, respectful and inclusive workplace environment for all
employees.
Sexual
harassment
is
treated
as
a
serious
violation of
human
dignity
and
organisational
values,
and
the
Company
maintains a zero-tolerance approach towards such conduct.
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has adopted a comprehensive policy
and constituted Internal Complaints Committees ('ICCs') to
address
and
resolve
complaints
relating
to
sexual
harassment.
The policy applies to all employees across locations.
Details of complaints received, disposed and pending during the
Financial
Year
are
provided
in
the
Corporate
Governance Report
forming
part
of
this
Annual
Report.
MATERNITY
BENEFITS
PROVIDED
BY
THE
COMPANY
UNDER
MATERNITY
BENEFIT
ACT,
1G61
The Company places strong emphasis on fostering a supportive,
inclusive,
and
equitable
workplace
for
its
women employees. In line with this commitment, the Company has remained
fully
compliant
with
the
provisions
of
the
Maternity Benefit
Act,
1961,
during
the
Financial
Year
under
review.
A comprehensive Leave Policy is in place, clearly outlining entitlements related to maternity leave and associated benefits. All eligible women employees have been extended statutory benefits under the Act, including paid maternity
leave,
continuity
of
salary
and
service
during
the
leave
period,
and
post-maternity
support.
Further, recognizing the importance of employee welfare, the Company has also introduced a reimbursement facility for crèche services, thereby supporting working mothers in balancing professional and personal responsibilities.
By ensuring compliance with applicable laws and proactively implementing employee-friendly initiatives, the Company remains dedicated to providing a safe, empowering, and inclusive work environment for its women employees.
VIGIL
MECHANISM/
WHISTLE
BLOWER
POLICY
In any organization, a secure and confidential channel for reporting concerns related to ethical conduct is essential for maintaining accountability and integrity. Such a mechanism empowers individuals to raise issues without fear, fostering
a culture of transparency and trust within the organization. Accordingly,
your
Company
has
in
place
a
'Whistle
Blower
Policy' encompassing vigil mechanism pursuant to the requirements of sub-section 9 and 10 of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, to report to the management genuine concerns or grievances about unethical behavior, actual or suspected
fraud
or
violation
of
the
Company's
Code
of
Conduct.
With
the
core
aim
to
achieve
the
highest
standards
of
ethical,
moral
and
legal
conduct
of
business
operations
and
to
nurture these
standards,
the
Company
encourages
its
employees
who
have
concerns
about
suspected
misconduct
to
come
forward and express their concerns without fear of punishment or unfair
treatment.
The
mechanism
provides
a
secure
channel
to
the
employees and Directors for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit
Committee
in
exceptional
cases,
ensuring
transparency and accountability in addressing whistleblower concerns.
There
are
no
restrictions
for
accessing
the
Audit
Committee
for
any of the Company's employees.
In
order
to
safeguard
the
fairness
of
the
process,
the
identity of the Whistle Blower is kept confidential to prevent any discriminatory actions against him/her.
The Whistle Blower Policy is available on the website of the Company
at
.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES
To
uphold
the
highest
standards
of
transparency
and
regulatory
compliance, the Company has established and adopted a comprehensive
Code
of
Conduct
for
the
Prevention
of
Insider
Trading,
in
line
with
the
Securities
and
Exchange
Board
of
India
(Prohibition
of
Insider
Trading)
Regulations,
2015
('SEBI
(PIT)
Regulations,
2015').
This
Code
regulates,
monitors,
and
ensures
proper
reporting
of
trading
activities
by
Designated
Persons
and
their
immediate relatives, identified based on their functional roles. It is
designed
to
maintain
ethical
integrity
in
trading
the
Company's
securities.
The
Code
prohibits
trading
while
in
possession of Unpublished Price Sensitive Information ('UPSI') and prescribes clear procedures, disclosure requirements, and consequences
for
violations.
To safeguard Stakeholder interests, Mr. Saurabh Sharma, Company Secretary, has been appointed as the Compliance Officer
under
the
Code,
responsible
for
overseeing
adherence to insider trading regulations and governance principles.
Furthermore,
in
accordance
with
Regulations
3(5)
and
(6)
of SEBI
(PIT)
Regulation
2015,
the
Company
has
maintained a Structural Digital Database ('SDD'), wherein details of persons with whom UPSI is shared on need-to-know basis and
for
legitimate
business
purposes
is
maintained
with
time
stamping and audit trails to ensure non-tampering of the
database.
It
ensures
proper
record-keeping
and
monitoring
of
access
to
UPSI.
This
database
serves
as
an
essential
tool
for
regulatory
compliance,
preventing
unauthorized
dissemination
and ensuring transparency in the management of sensitive financial
information.
The
SDD
is
maintained
internally
by
the
Company
and
is
not outsourced
in
accordance
with
the
provisions
of
the
SEBI
PIT Regulations,
2015.
RISK
MANAGEMENT
FRAMEWORK
Managing risk effectively remains central to the Company's long-term
sustainability.
Recognizing
the
dynamic
nature of its operating environment, the Company has built a comprehensive risk management framework supported by clearly defined policies, systems, and governance practices.
Risk oversight is anchored through a collaborative structure
involving senior management and the Board's Risk Management
Committee,
ensuring
compliance
with
regulatory
requirements
under SEBI (LODR) Regulations, 2015, and RBI guidelines.
This
framework
enables
continuous
monitoring
of
the
evolving
risk landscape while fostering a culture of awareness and
accountability.
The
Committee
undertakes
periodic
reviews
of
key
risks
and
mitigation strategies, supported by well-established policies such as the Risk Management Policy, IT Risk Management Policy, and ICAAP, along with an Early Warning Signal mechanism for timely
identification of potential stress.
A
wide
range
of
risks—including
credit,
liquidity,
interest
rate, cybersecurity, fraud, regulatory, and operational risks—are actively tracked and reviewed. The Company's disciplined underwriting processes, backed by skilled professionals and supported
by
specialized
teams
and
external
experts,
further strengthen its ability to manage risks effectively and sustain business
performance.
INVESTOR
RELATIONS
Fostering trust through open, timely and transparent communication remains central to building strong and enduring
relationships
with
the
investment
community. The Company is committed to keeping Stakeholders well informed about its financial performance, strategic priorities and long term objectives through consistent engagement.
Leveraging
technology,
the
Company
not
only
sustains
current performance
but
also
supports
future
ready
growth,
guided
by
a
holistic
view
of
the
operating
environment.
To strengthen investor engagement, the Company has
established
a
dedicated
Investor
Relations
team
that
facilitates
regular communication through earnings conference calls, investor and analyst meetings and structured interactions between
fund
managers
and
management.
The
Investor
Relations
team
also
participates
in
investor
conferences
each quarter to deepen engagement. Presentations shared with investors,
analysts
and
fund
managers
are
made
available
on the
Company's
website
and
are
simultaneously
disseminated to the stock exchanges to ensure transparent and equitable access
to
information.
Each
quarter,
the
audio
recordings of these meetings, along with their transcripts, are posted on the website of the Company at
.
CORPORATE
SOCIAL
RESPONSIBILITY
Your Company recognizes Corporate Social Responsibility ('CSR') as an integral part of responsible Corporate Governance and remains committed to contributing towards the social and economic development of the communities in which
it
operates.
Through its CSR initiatives, the Company undertakes programmes aimed at promoting community welfare and
improving
the
quality
of
life,
particularly
for
underprivileged
and
marginalized sections of society. The Company continues to
support
initiatives
in
areas
such
as
Environment
Sustainability,
Education, Health C Well Being, Livelihood C women empowerment
and
other
activities
aligned
with
the
objectives set out under the applicable CSR framework.
In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has constituted a CSR C ESG Committee of the Board to oversee the implementation and
monitoring
of
CSR
activities.
Further,
the
Company
has
adopted
a
Corporate
Social
Responsibility
Policy
in
accordance
with
the
provisions of and the activities specified under Schedule VII of
the
Companies
Act,
2013.
The
Policy
lays
down
the
guiding principles
and
framework
for
undertaking
CSR
initiatives of
the
Company.
The
CSR
Policy
is
available
on
the
website
of
the
Company
at
.
The Annual Report on CSR activities, as required under the Companies Act, 2013 and the rules made thereunder, is
provided
as
'Annexure
-
8'
forming
part
of
this
Annual
Report.
PARTICULARS
OF
HOLDING/JOINT
VENTURE/
SUBSIDIARY/ASSOCIATE
COMPANIES
Pursuant to the share sale agreements entered into with Aquilo
House
Pte.
Ltd.
('Purchaser')
and
each
of
Lake
District Holdings
Limited,
Partners
Group
ESCL
Limited,
and
Partners
Group
Private
Equity
('Master
Fund'),
LLC
who
were
members
of the Promoter/Promoter Group of the Company ('Sellers') until June 30, 2025 and in accordance with the powers conferred
upon
the
Purchaser
under
Article
16
of
the
Articles of
Association,
Aquilo
House
Pte.
Ltd.
has
become
the
Holding
Company
of
the
Company
effective
June
30,
2025.
This
status
is
in
terms
of
Section
2(87)(i)
of
the
Companies
Act,
2013,
by virtue
of
controlling
the
composition
of
the
Board
of
Directors.
Further, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the requirement of furnishing a statement in Form AOC-1 is not
applicable, as the Company does not have any Subsidiary,
Associate
or
Joint
Venture
during
the
Financial
Year
under
review.
In accordance with Section 136(1) of the Companies Act, 2013, the Annual Report of your Company containing inter alia, Financial Statements has been available on the website of the Company at
.
PARTICULARS
OF
EMPLOYEE
REMUNERATION
AND
RELATED
DISCLOSURES
In
compliance
with
Section
197(12)
of
the
Companies
Act,
2013
and
Rule
5(1)
of
the
Companies
(Appointment
and
Remuneration
of Managerial Personnel) Rules, 2014, disclosures regarding the remuneration of Directors and employees have been made. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required
under
Section
197(12)
of
the
Act
read
with
Rule
5(2)
and
Rule
5(3)
of
the
Companies
(Appointment
and
Remuneration
of
Key
Managerial
Personnel)
Rules,
2014,
is
available
on
the
website
of
the
Company
at
.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS
AND
OUTGO
In terms of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars
of
energy
conservation,
technology
absorption
and
foreign
exchange
earnings
and
outgo
is
provided
as
under:
|
Particular
|
Remarks
|
|
A)
Conservation
of
energy
|
|
|
The
steps
taken
/
impact
on
conservation
of
energy
|
Sustainability is integrated into our operations through energy-efficient branch infrastructure
and
a
clear
roadmap
for
reducing
GHG
emissions.
Achieving
LEED
Gold certification
for
our
Head
Office
reflects
our
high
standards
for
eco-friendly
practices.
Your Company leverages technology to further minimize environmental impact,
specifically through the 'Go Green Project.' This initiative transitions our loan processing
to
a
paperless
system,
significantly
reducing
resource
consumption
while
enhancing
operational efficiency as the well as the Company has started digital agreement signing
to further reduce its paper consumption.
During Financial Year 2025- 26, the Company further strengthened its energy
conservation
efforts
by
introducing
an
internal
Electric
Vehicle
('EV')
charging
facility
for
two-wheelers
at
the
head
office
under
its
Green
Mobility
initiative.
This
step
promotes
sustainable
commuting,
reduces
dependence
on
fossil
fuel-based
transportation,
and contributes
to
lowering
Scope
1
and
Scope
3
emissions,
aligned
with
the
Company\u2019s commitment to carbon neutrality.
|
|
The steps taken by the Company for utilizing alternate sources of energy
|
As
a
housing
finance
provider,
our
environmental
footprint
is
primarily
limited
to
paper,
plastic,
and
e-waste.
To
manage
this,
your
company
has
implemented
the
following
initiatives:
Waste
Management
G
Reduction:
Plastic
G
Resource
Awareness:
The
Company
have
set
specific
reduction
targets
and
run
internal
communication
campaigns
to
educate
employees
on
eliminating single-use
plastics.
Operational
Monitoring:
The
Company
now
actively
monitor
its
waste
streams,
specifically
tracking
paper,
plastic,
and
e-waste
to
improve
management
practices.
Responsible E-Waste Disposal:
All electronic waste is recycled through certified
professional handlers to ensure environmentally sound disposal.
Digital
Transformation:
Through our 'Go Green Initiative,' the Company leverage
advanced
technology
to
digitize
loan
processing
and
significantly
minimize
paper
consumption.
|
|
Particular
|
Remarks
|
|
|
Green
Housing
Program:
Strategic
Partnership:
In
collaboration
with
the
International
Finance
Corporation
('IFC'), a member of the World Bank Group, the Company has developed the 'Green
Homes'
initiative.
Sustainable
Financing:
The Company provide specialized loans for self-built green
homes
that
achieve
at
least
20%
higher
efficiency
in
energy,
water,
and
construction
features
compared
to
conventional
buildings.
As
of
March
31,
2026,
the
Company has
proudly
financed
670
self-built
Green
Homes
under
this
program.
|
|
The
Capital
investment
on
energy conservation
equipment
|
In
view
of
the
nature
of
the
activities
carried
on
by
your
Company,
there
is
no
capital
investment on energy conservation equipment.
|
|
B)
Technology
absorption
|
|
|
The efforts made towards technology
absorption
|
Expansion of Artificial Intelligence applications including AI-based loan application
quality control, Generative AI voice bots for collections, AI-driven application development
and
AI-enabled
employee
co-pilot
leveraging
GenAI.
Enhancement of customer service capabilities through mobile applications on Android and iOS, service bots and CRM platform.
Rollout
of
a
fully
automated
end-to-end
Digital
Agreement
process
for
improved customer
experience.
Launch
of
the
Nirman
Plus
App
with
enhanced
capabilities
for
sales
planning
and field
activity
management.
Implementation of an end-to-end digital onboarding process for lead sourcing partners
to
improve
onboarding
TAT.
Development
of
a
robust
API-driven
integration
framework
for
channel
partners.
Stabilized
the
new
core
banking
system
on
Oracle
Flexcube.
Streamlined
treasury
operations
through
the
newly
implemented
Beacon
Treasury
Management
system.
Deployment of advanced cybersecurity solutions across networks, applications, endpoints,
and
data
centres,
along
with
cybersecurity
awareness
programs.
|
|
The benefits derived like product improvement, cost reduction, product development or import substitution
|
Improved
customer
experience
and
higher
service
efficiency
through
service
bots,
mobile applications, and automated digital agreement processes.
Reduction
in
processing
time
and
improvement
in
sanction
turnaround
time
through
AI-based loan application quality control.
Enhanced collections efficiency and customer interaction through deployment
of
generative
AI
voice
bots,
Increased
operational
efficiency
through
AI-enabled
employee
co-pilot,
robotic
process
automation
('RPA'),
and
agentic
AI-based
audit automation.
Accelerated innovation and faster application development using AI-driven development
capabilities.
Streamlined
banking
and
treasury
operations
through
migration
to
Oracle
Flexcube
and
implementation
of
Beacon
Treasury
Management
systems.
Enhanced
cybersecurity
resilience
and
stronger
protection
against
evolving
digital threats
through
advanced
security
solutions
and
governance
frameworks.
Greater
digital
adoption
by
customers
resulting
in
improved
operational
efficiency and
service
accessibility.
Better field productivity and planning efficiency for sales teams through the enhanced Nirman Plus App.
|
|
Particular
|
Remarks
|
|
In case of
imported technology
(imported during the last three years reckoned from the beginning of the Financial
Year)
a)
the
details
of
technology
imported
|
|
|
|
Technology
Imported
|
Year
of
Import (Financial
Year)
|
|
|
Oracle
Fusion
system
(for
Financial
System
and
reporting)
|
2022-23
|
|
|
ORACLE
Flexcube
(for
LMS)
|
|
|
|
Mulesoft
(for
Integration
of
systems)
|
|
|
|
GTB
|
|
|
|
Cloud
services
of
AWS
and
Oracle
|
|
|
|
SAS
viya
|
|
|
|
CrowdStrike
|
|
|
|
NetSkope
|
|
|
|
Tableau
|
2023-24
|
|
|
Cloudflare
|
|
|
|
Kyvos
|
|
|
|
Icewarp
|
2024-25
|
|
|
Snowflake
|
|
|
|
|
|
b)
the
year
of
import
|
As
mentioned
above
|
|
c)
whether the technology has been fully
absorbed
|
Fully
Absorbed
|
|
d)
if not fully absorbed, areas where
absorption
has
not
taken
place,
and
the
reasons
thereof
|
NA
|
|
The
expenditure
incurred
on
Research and
Development
|
\u20b9
15
lakh
|
|
C)
Foreign
exchange
earnings
and
Outgo
|
During the Financial Year under review, your Company had no foreign exchange earnings
and
the
aggregate
of
the
foreign
exchange
outgo
during
the
Financial
Year
under
review
was
\u20b94039.71
Lakh.
The
aforesaid
details
are
shown
in
the
Note
No.
38
of
notes
to
the
accounts,
forming
part
of
the
Financial
Statements.
The
members
are
requested
to
refer
to
this
Note.
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ENVIRONMENT
HEALTH
AND
SAFETY
('EHS')
PROTECTION
As a Housing Finance Company, the Company is committed to upholding robust environmental and social standards across
its
lending
and
operational
practices.
We
continuously strengthen and refine our credit appraisal and investment decision frameworks to ensure alignment with applicable Indian statutory and regulatory requirements, as well as internationally recognized benchmarks, including the IFC Performance Standards. These principles are embedded across
our
housing
finance
and
MSME
portfolios,
enabling
us to promote responsible financing and sustainable development
outcomes.
Your
Company
places
strong
emphasis
on
safeguarding the health and safety of its workforce by embedding robust EHS principles into its operations. Its approach is centered on
systematic
risk
identification,
preventive
controls, and adherence to applicable regulatory requirements. Through structured policies, the Company strives to build a vigilant
and
accountable
safety
culture.
Ongoing
monitoring, internal reviews, and continuous enhancement of safety practices remain integral to its commitment to operational excellence and long-term sustainability.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations,
2015,
the
top
1,000
listed
companies
based on market capitalization are required to include a Business Responsibility
and
Sustainability
Report
('BRSR')
in their Annual Reports. This report outlines the Company's initiatives from an Environmental, Social and Governance ('ESG')
perspective.
Following SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026
dated
January
30,
2026,
SEBI
has
further introduced BRSR Core, a focused sub-set of the BRSR, comprising Key Performance Indicators ('KPIs') across nine ESG
attributes.
Demonstrating its commitment to robust Corporate Governance
and
transparent
sustainability
disclosures,
the Company has voluntarily implemented the BRSR Core framework
over
the
last
two
Financial
Years.
The
Company
is
dedicated
to
year-on-year
improvements in ESG performance, refining our systems and disclosure practices to deliver tangible impact and stay in step with shifting
Stakeholder
expectations.
The BRSR describing the initiatives taken by the Company from an ESG perspective along with Reasonable Assurance Statement from an Independent Auditor forms part of this Annual
Report
as
'Annexure-10'
.
ANNUAL
RETURN
The Annual Return has been prepared in form MGT-7 as on March 31, 2026 in compliance with the provisions of Section 134(3)
and
Section
92(3)
of
the
Companies
Act,
2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014. The same is available on the website of the Company at
.
ADDITIONAL
DISCLOSURES
UNDER
COMPANIES
(ACCOUNTS)
RULES,
2014
The
details
of
application
made
or
any
proceeding
pending
under
the
Insolvency
and
Bankruptcy
Code,
2016
(31
of
2016)
during
the
Financial
Year
along
with
their
status
as
at the end of the Financial Year:
There
were
no
proceedings,
either
filed
by
the
Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or other Courts as on March
31,
2026.
The details of difference between amount of the valuation
done
at
the
time
of
one-time
settlement
and
the
valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereto:
During
the
Financial
Year
under
review,
the
Company
has
not made any settlement with its Bankers or Financial Institutions from which it has availed any loan.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
Since
the
Company
is
an
HFC,
it
is
exempted
from
disclosing information regarding particulars of loans extended,
guarantees
given,
and
security
provided
in
the
ordinary
course
of business under the provisions of Section 186(11) of the Companies
Act,
2013.
Nevertheless,
the
notes
to
the
Financial
Statements
of the Company state the details of loans, guarantees, and investments
made
as
required
under
the
provisions
of
Section
186
of
the
Companies
Act,
2013
and
the
rules
made
thereunder.
CONTRACTS
OR
ARRANGEMENTS
WITH
RELATED
PARTIES
Your Company has an explicit 'Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions'
to
ensure
that
all
related
party
transactions
are
on
an
arm's
length
basis
and
in
the
ordinary
course
of
business in
adherence
of
the
provisions
of
Section
188
of
the
Companies
Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations,
2015.
Accordingly,
all
related
party
transactions
entered during Financial Year 2025-26 were on
an arm's length
basis
and
in
the
ordinary
course
of
business
under
the
Act
and
were
not
material
under
the
SEBI
(LODR)
Regulations,
2015.
All
related
party
transactions
entered
into
during
the
Financial Year, were presented to both the Audit Committee and the
Board.
The
Audit
Committee
has
granted
omnibus
approval
for
related
party
transactions
as
per
the
provisions
of
the
Companies
Act,
2013
and
the
SEBI
(LODR)
Regulations,
2015.
Further,
in compliance
with
the
Section
134(3)(h)
of
the
Companies
Act, 2013,
a
thorough
disclosure
has
been
made
in
Form
AOC-2
as
'Annexure-6'
which
forms
part
of
this
Annual
Report.
Additionally, in compliance with the SEBI and RBI Master Directions, the 'Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions' is
given
in
'Annexure-G'
which
forms
part
of
this
Annual
Report
and is available on the website of the Company at
.
INTERNAL GUIDELINES ON CORPORATE
GOVERNANCE
The
Company
regards
corporate
governance
not
merely
as
a
regulatory obligation, but as a fundamental pillar of sustainable
growth,
ethical
business
conduct,
and
long-term
value
creation
for
all
Stakeholders.
To
embed
these
principles
across
its
operations,
the
Board
has
instituted comprehensive Internal Guidelines on Corporate
Governance,
setting
clear
standards
of
integrity,
transparency,
and accountability. These guidelines are fully aligned with the Companies Act, 2013, the SEBI (LODR) Regulations, 2015, and the regulatory framework prescribed by the Reserve Bank of India.
The
governance
framework
is
supported
by
a
comprehensive set
of
Board-approved
policies,
including
Code
of Conduct, 'Risk Management Policy', 'Related Party Transactions Policy', 'Vigil Mechanism/Whistle Blower Policy', Anti-Bribery and Anti-Corruption measures which help in promoting a culture of integrity and responsible decision-making across the organisation.
The Company has also established robust internal control systems,
periodic
internal
audits
and
a
dedicated
compliance function to monitor adherence to these guidelines.
The Board and its committees regularly review governance practices and policy effectiveness, ensuring continuous strengthening
of
the
Company's
governance
standards
in
line with
evolving
regulatory
and
business
requirements.
The Internal Guidelines on Corporate Governance of the
Company
is
available
on
the
website
of
the
Company
at
.
DIRECTORS'
RESPONSIBILITY
STATEMENT
In compliance with the provisions of Section 134(3)(c) and 134(5), of the Companies Act, 2013, and based on the information provided by the Management, the Board of Directors
hereby
gives
the
following
statement:
in
the
preparation
of
the
annual
accounts,
the
applicable accounting standards have been followed along with proper
explanation
relating
to
material
departures;
the
Directors
had
selected
such
accounting
policies
and applied them consistently and made judgments and estimates
that
are
reasonable
and
prudent
to
give
a
true
and
fair
view
of
the
state
of
affairs
of
the
Company
at
the
end
of
the
Financial
Year
and
of
the
profit
and
loss
of
the Company for that period;
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
frauds
and
other
irregularities;
the Directors had prepared the annual accounts on a going
concern
basis;
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
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.
BUSINESS
OVERVIEW
G
FUTURE
OUTLOOK
During the year under review, the Company reinforced its commitment
to
building
a
resilient
and
future-ready
financial services franchise. This was achieved through disciplined credit practices, diversification of funding sources, and a strategic
focus
on
sustainable
growth,
ensuring
stability
while driving long-term value creation.
An
in-depth
review
of
the
Company's
operations,
performance and
forward-looking
perspective
is
set
out
in
the
Management
Discussion and Analysis section of this Annual Report.
ACKNOWLEDGEMENTS
AND
APPRECIATION
The Board of Directors expresses its deep gratitude to all Stakeholders whose trust, commitment, and continued association
have
been
instrumental
in
driving
the
Company's progress during the Year.
The Board also acknowledges the valuable guidance and oversight provided by the regulatory ecosystem, including the RBI, NHB, SEBI, Stock Exchanges i.e.. NSE and BSE.
Their constructive engagement has played a vital role in shaping
a resilient and well-governed financial framework.
The confidence reposed by Shareholders, Customers, Debenture Investors, Lending Institutions, and Banking
Partners
has
remained
the
foundation
of
the
Company's
ability
to operate responsibly and expand sustainably.
The Directors place on record their appreciation for the dedication
and
collective
efforts
of
the
Company's
employees. Their
discipline,
agility,
and
sense
of
ownership
have
enabled the Company to navigate a dynamic credit environment while upholding strong underwriting standards, prudent risk practices,
and
regulatory
compliance.
The
contribution
of
the
Company's
distribution
network,
sourcing
partners,
and
service
associates
is
also
recognized
for
strengthening
outreach
and operational
effectiveness.
Looking
ahead,
the
Board
remains
confident
that
the
continued
collaboration
of
all
Stakeholders
will
empower
the
Company
to
advance its vision of responsible lending, maintain portfolio
quality,
and
deliver
sustainable
value
creation
for
the
long
term.
For
and
on
behalf
of
the
Board
of
Directors
AAVAS
FINANCIERS
LIMITED
Sandeep
Tandon
Chairperson
and
Independent
Director (DIN:00054553)
Date:
June
04,
2026
Place:
Mumbai
Registered
and
Corporate
Office:
201-202,
2
nd
Floor,
Southend
Square,
Mansarovar
Industrial
Area,
Jaipur
302020,
Rajasthan,
India
CIN:
L65922RJ2011PLC034297
E-mail:
Website:
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