Your Board of Directors' ("the Board") are pleased to present this 39th Annual Report on the performance of your Company(the "Company") along with the Audited Financial Statements for the Financial Year ended on March 31,2026 ("FY26").
1. COMPANY OVERVIEW:
Can Fin Homes Limited, a Housing Finance Company promoted by Canara Bank, was incorporated in 1987, the InternationalYear of Shelter for the Homeless. The Company was incorporated under the Companies Act, 1956. Your Company is a firsthousing finance Company floated by any Nationalised Bank in the Country. The objective of setting up the Company is topromote home ownership & to increase the housing stock in the country. With a strong presence in emerging urban andsemi-urban markets, your Company is committed to expanding access to formal housing credit, particularly for low andmiddle-income families and underserved customer segments.
Your Company is registered with the National Housing Bank ("NHB") / Reserve Bank of India ("RBI") as a deposit-takingHousing Finance Company and with Insurance Regulatory and Development Authority of India ("IRDAI") as a CorporateAgent (Composite). The equity shares of the Company are listed on the BSE Limited ("BSE") and the National StockExchange of India Limited ("NSE").
2. FINANCIAL RESULTS:
Your Company's financial performance during the year reflects sustainable, consistent, and quality growth. The keyhighlights of the Audited Financial Statements of your Company for the Financial Year ended on March 31,2026 ("FY26"),along with a comparison with the previous financial year ended on March 31,2025 ("FY25") are summarized below:
Particulars
Year ended
31st March, 2026
31st March, 2025
Profit before Tax & Provisions
1,34,318.34
1,15,324.60
Less: Impairment on financial instruments
3,961.83
7,577.55
Profit before Tax
1,30,356.51
1,07,747.05
Less: Tax expenses:
-
(a) Provision for Tax - Current Year
28,634.68
24,218.91
- Previous Year
(1,428.09)
(1,852.11)
(b) Deferred Tax
(5,425.30)
(336.29)
Profit after Tax
1,08,575.23
85,716.54
Add: Other Comprehensive Income
A. Items that will not be reclassified to profit or loss
(i) Actuarial (Gain)/ loss
34.59
(49.51)
(ii) Income tax relating to items that will not be reclassified to profit or loss
(8.71)
12.46
B. Items that will be reclassified to profit or loss
(i) Income tax relating to items that will be reclassified to profit or loss
Other Comprehensive Income
25.88
(37.05)
Total Comprehensive Income for the period
1,08,601.11
85,679.49
Balance brought forward from previous year
1,19,400.34
86,172.16
Retained Earnings at the beginning of the year
2,28,001.45
1,71,851.65
Transfer to Special Reserve u/s.36(1)(viii) of the Income Tax Act, 1961
26,000.00
22,000.00
Transfer to General Reserve
21,720.22
17,135.90
Additional Reserve (u/s.29C of the NHB Act)
Dividend (including interim dividend)
17,310.03
13,315.41
Tax on Distributed Profits
Balance carried forward to balance sheet
1,62,971.20
Retained Earnings at the end of the year
2,28,001.47
Note: (i) Figures for the Previous Year have been rearranged / regrouped wherever necessary while preparingthe statements as per IND-AS requirements.
(ii) The interim dividend of '7.00 per equity share of face value of '2/- each paid by the Company duringDecember 2025 has been accounted.
(iii) The proposed dividend of '8.00 per equity share has not been recognized as a liability in the annualaccounts as at 31st March 2026 (in compliance with IND AS 10 events occurring after the Balance sheetdate). The same will be considered as a liability upon approval by the shareholders at the 39th AnnualGeneral Meeting (AGM).
3. SHAREHOLDERS' WEALTH:
Year ended31st March, 2026
Year ended31st March, 2025
Earnings Per Share (EPS) (')
81.54
64.37
Dividend Per Share ')
15.00*
12.00
Dividend (%)
750%
600%
Market Price per Share (')
783.40
668.70
Market Capitalization (' in Crore)
10,431.29
8,904.02
* During the FY 2025-26, your Company has paid an Interim dividend of '7/- per share (350%), for equity share of face value of '2/- each and has proposedfinal dividend of '8/- per equity share of face value of '2/- per equity share (400%) subject to the approval of shareholders at the ensuing 39th AGM. The totaldividend (interim and final) paid/recommended for the year amounts to '15/- per equity share (750%) for the shareholders.
4. BUSINESS PERFORMANCE HIGHLIGHTS:
The business performance highlights of the Company
for FY 2025-26 are provided below:
a) Sanctions: The Company has sanctioned '11,148Crore in FY 2025-26 as compared to '9,294 Croreduring the previous year. Since inception, thecumulative loan sanctions by your Companystood at '96,030 Crore at the end of FY 2025¬26. Average ticket size of incremental housingloans and non-housing loans were '27 Lakh and'14 Lakh, respectively.
b) Disbursements: The disbursements madeduring the year amounted to '10,531 Crore ascompared to '8,568 Crore during the previousFY 2024-25. The cumulative loan disbursementsfrom inception to the end of the FY 2025-26 were'88,082 Crore.
c) Loans outstanding (Loan Book): The total loanbook as at March 31, 2026, was '42,209 Crore, ascompared to '38,217 Crore during the previousyear recording a growth of around 10% over lastyear. At a portfolio level, housing loans constitute68.53% and non-housing loans comprised 31.47%.
d) Non-Performing Asset (NPA): The Gross NPAof the Company as at March 31, 2026, was'357 Crore as compared to '333 Crore during theprevious year. The net NPA as at March 31, 2026,
was '156 Crore as compared to '174 Crore duringthe previous year. The gross NPA percentage as atMarch 31, 2026, stood at 0.85% as compared to
0.87% as at March 31,2025. Similarly, the Net NPApercentage as at March 31, 2026, stood at 0.37%as compared to 0.46% as at March 31,2025.
e) Profits: Your Directors are pleased to informthat during the year under review, the Companyrecorded an Operating Profit of '1,343.18 Crore(previous year '1,153.25 Crore), Profit Before Tax(PBT) of '1,303.56 Crore (previous year '1,077.48Crore) and Profit After Tax (PAT) of '1,085.75 Crore(previous year '857.17 Crore) which is the highestprofit ever recorded since inception. Duringthe year, the Company reversed the provisionon standard assets amounting to '2.43 Crore.The provision for standard assets was made of'56.23 Crore (including management overlayamounting to '25 Crore) during the previous year.During the year, the provision was made for non¬performing assets amounting to '42.05 Crore(previous year '19.54 Crore). Provisions for TaxExpenses (including Deferred Tax) amounting to'217.81 Crore (previous year '220.30 Crore) weremade.
f) Reserves: Pursuant to Section 29C of the NationalHousing Bank Act, 1987, the Company is requiredto transfer at least 20% of its net profit every year to
the statutory reserve fund before any dividend isdeclared. During the financial year under review,your Company transferred '260 Crores out of theprevious year's profits available for appropriationto the Statutory Reserve Fund (being the SpecialReserve).
5. DIVIDEND:
Your Company has a consistent track record ofdividend payments. While recommending the dividend,the Directors have considered applicable NHB and RBIguidelines, provisions under the Companies Act, 2013,Dividend Distribution Policy, long-term growth plans ofthe Company, minimum capital requirements and netNPA ratio, etc.
Your Directors, after giving due consideration toCapital Adequacy requirements, deferred tax liability,its impact on financial markets, the resultant impacton the Company and the Dividend DistributionPolicy, have recommended a final dividend of '8/-per equity share of face of value of '2/- per share(400%), for the financial year ended March 31, 2026,subject to the approval of the Shareholders at theensuing 39th AGM of the Company. The Board ofDirectors at their meeting held on December 15,2025, had declared and paid an Interim dividend of'7/- per share (350%), for equity share of face value of'2/- each. The total amount of dividend (Interim andFinal) recommended for payment/paid for the yearunder review is '15/- per equity share amounting to'199.73 Crore.
As per Section 393 of Income Tax Act, 2025, theCompany is required to deduct Tax at Source (TDS)@ 10% on dividend payment for resident shareholders(20% in case PAN is not available or having inoperativePAN). However, in the case of resident Individualshareholders, if the aggregate dividend amount paidduring the year does not exceed '10,000/- no TDSwill be required. Further, no TDS shall be deductedfor dividend payment to any Insurance Company andMutual Funds specified in Schedule VII of Income TaxAct, 2025.
Moreover, as per Section 393 read with 207 of theIncome Tax Act, 2025, TDS is required to be deducted@ 20% plus applicable surcharge and cess on paymentof Dividend to Non-Residents.
In accordance with Regulation 43A of the Securitiesand Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015
(the "SEBI Listing Regulations"), your Company hasformulated and adopted a Dividend DistributionPolicy and is available on the website of the Companyathttps://www.canfinhomes.com/Policies and Codes.The declaration of dividend is undertaken in compliancewith the applicable provisions of the Reserve Bank of India(Housing Finance Companies) Directions, 2025 and theReserve Bank of India (Non-Banking Financial Companies- Prudential Norms on Declaration of Dividends)Directions, 2025, as amended from time to time.
6. INFORMATION ON THE STATE OF AFFAIRSOF THE COMPANY:
The information on the affairs of the Company hasbeen given as part of the Management Discussion andAnalysis section of the Report.
7. CAPITAL ADEQUACY:
As per the Reserve Bank of India (Non-Banking FinancialCompanies - Prudential Norms on Capital Adequacy)Directions, 2025, your Company is required to maintaina minimum Capital to Risk-Weighted Assets Ratio(CRAR) of 15% of its aggregate risk-weighted assets.Further, Tier II capital shall not, at any point in time,exceed 100% of Tier I capital. In compliance with therequirements, as at March 31, 2026, your Company'sCRAR stood at 23.15% (previous year 25.08%).
Your Company continues to maintain capital adequacywell above the regulatory minimum, reflecting itsstrong capital position and financial stability.
8. DEPRECIATION:
Depreciation was calculated on the written down valuemethod based on useful life, in the manner prescribedin Schedule II of the Companies Act, 2013.
9. DEFERRED TAX ASSET (DTA):
During the year, deferred tax asset (net) of '54.25Crore (previous year '3.36 Crore) was consideredin the Statement of Profit & Loss, on account ofvarious components of assets and liabilities. The DTAoutstanding as at March 31, 2026, was '123.52 Crore(previous year '69.35 Crore).
10. EXPANSION OF BRANCH NETWORK:
The expansion of the branch network is a key strategicinitiative aimed at strengthening the organization'smarket presence, improving customer accessibility,and supporting long-term business growth. A well-planned expansion will enable the organization to tap
into new customer segments, deepen relationships inexisting markets, and enhance overall service delivery.Your Company is continuing its expansion strategy,strengthening its presence through the prudentaddition of new branches in the highly potentiallocations. During the year under review, the Companyhas opened 15 new branches to facilitate betteroutreach, faster turnaround of services, and improvedcustomer experience by providing localized support.Accordingly, the Company's network reached a total of249 branches, spread across 21 states, reinforcing itsfootprint and enhancing service accessibility.
11. TECHNOLOGY INITIATIVES:
Your Company has taken various Digital initiatives andCore Business Solution Transformation which haveenabled the Company to connect and engage withCustomers for business more efficiently, which are asfollows:
^ All the branches and the Zonal Offices are connectedthrough a core-banking platform (IntegratedBusiness Suite) with latest technology stack. TheCompany has implemented Multiprotocol LabelSwitching (MPLS) and Internet Leased links for ahigher bandwidth, security, and dedicated uptime.
^ Your Company is implementing Core BusinessSolution (CBS), Infrastructure and SecuritySolution under Project Tejas. M/s IBM India PrivateLimited is selected as System Integrator (SI) forthis project. Scope of the work includes Functionalcomponents, Technical & Security components.
^ As part of the CBS implementation:
? Risk and Asset Liability Management &Company Borrowing and Investmentsapplications were made live in productionduring Q2 FY 26. These applications helpthe Company to manage Risk, Data Flows,Liability, Borrowing & Investments effectively.
? Human Resource Management Tools likeworkforce management, engagement, &analytics, enterprise configuration, talentacquisition, compensation & benefits,training and attendance have beenimplemented during Q3 FY 26 to effectivelyengage & manage the company staff.
? General Ledger is implemented in thenew system during Q2 FY 26 whichhelps automated transaction posting,reconciliation, and report generation.
? CBS implementation Document ManagementSystem (DMS) was implemented during Q3FY 26 to organize the documentation digitallyand maintain central repository.
? Aadhaar Data Vault was implemented duringQ3 of FY 2025-26 which enables securestorage of Aadhaar numbers and ensuressecurity, privacy and regulatory compliance.
? Cloud landing zone setup has been completedin order to manage the Applications,Databases, integrations, secure access,networking controls and security solutions.
? Software Defined Wide Area Network(SDWAN) setup has been implementedacross all Branch offices for secure network& centralized management.
? New E-mail solution has been implementedacross the organisation in order to havesecure and reliable communication.
? Centralised Desktop Management Solutionhas been implementation for centralmanagement, effective patch & softwaredeployments.
? Security Operations Centre, Endpoint DLP,Identity and Access management, Databaseactivity monitoring, Brand monitoring etc.,have been rolled out. These implementationshelp improve the security posture of thecompany.
? As part of operations & support solution ofCBS project Network Operations Centre,IT Service Management tools have beenconfigured, and access is given to allemployees. This will help enhance theoperational activities of the system.
? Implementation of deposits module namedKIA was done in FY 2026 and LOS & LMSmodules are in progress and currently are intesting phase.
^ To improve operational efficiency, your Companyhas implemented Central Know Your Customer(CKYC) software, Perfios and web-basedApplication software for Inspection & Audit. Thewebsite of your Company is interactive and userfriendly. Further, your Company website hasgot revamped with more Business-drivencapabilities. Introduction of AI-poweredchatbot to provide query-specific response toexisting customers, public, potential customers,shareholders and DSAs.
^ Your Company has implemented Chatbot toenable customer to avail the various servicesoffered. Further, for broader outreach yourCompany has implemented Chatbot in vernacularlanguages like Tamil, Kannada, Telugu, Marathiand Gujarati apart from Hindi and English.
^ Your Company has digital meetings platform forBoard and various Committee meetings whichare paperless, secure, efficient and cost-effective.Further, the Company also has a platform formaintaining Structured Digital Database (SDD)for recording movement of Unpublished PriceSensitive Information (UPSI). Your Company hasimplemented reconciliation tools. On collectionside, it has integrated with Bharat Bill PaymentSystem and implemented online vendor paymentswith Zaggle solution.
^ Your Company is utilizing the Video Conferencingfacility for Board and Committee meetings, reviewmeetings with branches, clusters and interviewsfor recruitments, etc.
^ Thrust on cyber security has been given andsecurity awareness is spread amongst employeesregularly. Information on do's and don'ts tosafeguard the information assets of the Companyis being communicated to the employeesregularly. Customers have been updated withsecurity awareness content through SMS andWebsite posters.
^ Your Company is focusing on AI driven capabilitieswherever possible in order to enhance operationalefficiency and customer experience.
^ Your Company has implemented Anti-MoneyLaundering screening tool to identify and mitigatethe risk of financial crimes.
^ Your Company has onboarded consultant forAssessment & Implementation of Digital PersonalData Protection Act rules.
12. CUSTOMER-CENTRIC INITIATIVES:
Your Company is committed to a "Customer-First"philosophy, built on the pillars of transparency,accessibility, and digital innovation. Our recent initiativesare designed to simplify the housing finance journey andprovide unparalleled support to our customers.
1. Visual Guidance & Information Empowerment
To ensure our customers make well-informedfinancial decisions, we have transformed ourbranches into comprehensive information hubs:
• Educational Collateral: Availability of leafletsin all the branches that serve as accessibleguides, clearly outlining essential productfeatures.
• On-Site Visibility: The placement of standees,posters, and danglers guarantees thatessential product information and updatesare prominently displayed for all visitors.
2. Digital Transformation & AI-Assisted Support
The Company has strengthened its digital channels,including websites and mobile/web-basedapplications, enabling customers to accessservices, submit requests, track transactions,and obtain information anytime and anywhere.These platforms are designed with a user-friendlyinterface to ensure ease of navigation and fasterturnaround time.
• AI-Powered Virtual Assistant: Introduction
of Vani, an AI digital assistant available 24/7 onour website. Vani streamlines the customerexperience by providing instant informationon our product suite, eligibility checks,immediate downloads of IT certificates, andmore.
• Enhanced Connectivity via WhatsApp:
Integration of WhatsApp for automated alertsregarding EMI schedules, account statusupdates, NACH/ECS status, delinquencywarnings, to communicate new offerings, etc.
• Social Media Engagement: Fortified oursocial media presence to provide timelyupdates and offer an additional, responsivechannel for addressing customer queries. Fewkey initiatives include:
^ Rent Free Revolution Campaign:
High-impact drive to enhance brandawareness.
^ Introduction of Paarth: Official mascotto build a relatable identity.
^ Myth vs. Reality Series: Educationalcontent debunking common industrymisconceptions.
^ Customer Meets: Interactive sessionsfor engagement and query resolution.
• Multilingual Accessibility: In line withRBI Master Directions, your Company hasincorporated Fair Practice Code (FPC) andMost Important Terms and Conditions (MITC)in English and other four popular Indianvernacular languages which are available onthe Company website, ensuring clarity for ourdiverse customer base.
• Feedback Ecosystem: Installation of QR code¬based feed back board s across all brancheswhich allows customers to instantly rate theirexperience regarding post-disbursal services,prepayments, and grievance redressal,fostering a culture of accountability.
• PMAY-U 2.0 (Pradhan Mantri Awas Yojana -Urban 2.0) "Lantern Nights”: To advance theGovernment of India's flagship initiative, yourCompany hosted "Lantern Nights" - extended-hour sessions designed to guide familiesthrough the PMAY-U 2.0 Interest SubsidyScheme with hands-on portal assistance longafter our usual working hours.
• Can Fin Homes Connect: Conductingstructured engagement sessions at regularintervals to align our housing and non-housingloan portfolios with the specific financialneeds of our customers and incorporate theirfeedback to refine our offerings.
• Seamless Disbursement: Leveraging
cutting-edge technology, and a frictionlessdisbursement process across our nationwidenetwork.
• Dedicated Support Channels: Maintaininga robust grievance redressal frameworkthrough our dedicated customer caredesk (customercare@canfinhomes.com),toll-free helpline (1800-203-4488), andspecialized grievance redressal e-mail support(grievance.redressal@canfinhomes.com).
• Online Financial Tools: Empowering ourcustomers with a suite of online tools, whichincludes EMI and Deposit calculators, tofacilitate transparent and informed financialplanning.
13. FINANCIAL RESOURCES:
a) Refinance from National Housing Bank (NHB):
During the year under review, your Company hasreceived a fresh sanction amounting to '1500Crore from NHB, under the refinance scheme.The sanctioned amount was fully drawn under theAffordable Housing Finance and Regular RefinanceSchemes.
b) Borrowings from Bank:
During the year, borrowings were diversifiedthrough a combination of short-term and long-termloans considering the asset liability managementposition and minimizing the overall cost of funds.To diversify risks within banks, the Company hadexposure from Private and Public Sector Banks.The aggregate bank borrowings (term loans plusoverdraft) as at the end of the financial year stoodat '24,342.11 Crores. The overall borrowings arewithin regulatory ceiling of 12 times the Net OwnedFunds.
The overall cost of borrowing from banks was7.20% p.a. as at March 31, 2026. During the year,the long-term 'rating' of the Company for LongTerm Loans was [ICRA] AAA (Stable) reaffirmed byICRA Limited and CARE AAA' (Stable) reaffirmed byCARE Limited, signifying highest degree of safetyregarding timely servicing of financial obligations.
c) Debentures:
(i) Secured Non-Convertible Debentures (NCD):
Your Company raised NCDs amounting to'980 Crores (previous year '3,450 Crores inmultiple) in one tranche during the financialyear. The debentures were secured by wayof floating charge on the assets i.e., loanreceivables specifically earmarked for thepurpose, in favour of the Debenture Trustees.The investors of the NCDs are majorlyinsurance companies, Public Sector Banks,corporates, PF trusts, mutual funds and otherinvestors of repute, indicating their safetyperception of your Company's fundamentalsand prospects. The tenure of the outstanding
NCDs ranges from 36 months to 60 months.The interest on these debentures was servicedregularly during the year under review.The outstanding borrowings by way ofsecured NCDs as at March 31, 2026, was'6,365 Crores (previous year '8,046 Crores).The average cost of NCDs was 8.01% p.a. TheNCDs issued during the year was rated, "[ICRA]AAA (Stable)" by ICRA Limited, signifyinghighest degree of safety regarding timelyservicing of financial obligations and very lowcredit risk. These NCDs were listed on theWholesale Debt Market (WDM) segment ofthe National Stock Exchange of India Limited.
During the year under review, your Companyhas not issued any Unsecured Non¬Convertible Debentures, nor any UnsecuredNon-Convertible Debentures were lying withthe Company.
The Company is in compliance with theprovisions of the Reserve Bank of India(Housing Finance Companies) Directions,2025 [erstwhile Master Direction - Non¬Banking Financial Company- Housing FinanceCompany (Reserve Bank) Directions, 2021]and has been regular in payment of principaland/or interest on the NCDs. Details ofborrowings are provided in the notes toaccounts.
Your Company affirms that there has beenno deviation or variation in the utilizationof proceeds of NCDs from the objectsstated in the respective offer documents orexplanatory statement to the notice for thegeneral meeting, as applicable. During theyear under review, your Company had notissued Equity Shares/ Debentures to publicfor subscription.
(iii) Details of Debenture Trustee:
During the year under review, your Companyhas continued to engage with the existingDebenture Trustee. The details are givenbelow:
SBICAP Trustee Company Limited
Mistry Bhavan, 4th Floor, 122,
Dinshaw Wachha Road,
Churchgate, Mumbai-400 020Tel: 022-43025555, Fax: 022-43025500E-mail: corporate@sbicaptrustee.comWebsite: www.sbicaptrustee.comCIN: U65991MH2005PLC158386
iv) Procedural Framework for Dealing withUnclaimed Interest and Redemption Amounts:
The SEBI vide its circular SEBI/HO/DDHS/DDHS-RAC-1 /P/CIR/2023/1 76 dated
November 08, 2023 ('the Circular'), hasprescribed the procedural frameworkfor dealing with unclaimed interest andredemption amounts lying with entities havinglisted non-convertible securities and mannerof claiming such amounts by investors.
The circular requires such companies toformulate a policy specifying the process tobe followed by investors for claiming theirunclaimed amounts. Accordingly, a policytitled 'Policy for claiming unclaimed amountswith respect to "Non-Convertible Debenturesand manner of Claiming such amounts byInvestors" has been framed by the Company.The Company Secretary has been designatedas the Nodal Officer for the purposes of thiscircular. As on 31 March 2026, there is noamount remaining unclaimed in respect ofnon-convertible debentures.
d) Commercial Paper:
Your Company mobilizes funds throughCommercial Paper (CP) for leveraging costof borrowing to the extent of undrawn Banklimits. The CP outstanding at the end of FY2025-26 was '1,000 Crores (previous year'2,600 Crores). The effective cost of fundsraised through CP during the year was 6.46%p.a. The CP issued by your Company was ratedat the maximum [ICRA] A1 + by ICRA Ltd., andCARE A1 + by CARE Limited. Instruments withthis rating are considered to have highestdegree of safety regarding timely payment offinancial obligations. The Company listed itsCPs on BSE Limited.
The Company affirms that there has beenno deviation or variation in the utilizationof proceeds of Commercial Papers, fromthe objects stated in the respective offerdocuments.
During the year, your Company acceptednew deposits amounting to '132.91 Crore ascompared to '87.55 Crore during the previousyear (outstanding live accounts only). Theoutstanding balance of deposits (includinginterest accrued, but not due) as at March31, 2026, was '220.20 Crore (previous year'193.52 Crore). The rate of interest on publicdeposits ranged from 6.5% p.a. to 7.75% p.a.while the overall cost (average) of depositswas 7.79% p.a. as at March 31,2026.
As at March 31, 2026, a sum of '4.76 Crorerelating to 250 accounts of public deposits('6.15 Crore as at March 31, 2025, relatingto 351 accounts) remained unclaimed/overdue, of this amount, a sum of '0.48 Crorerelating to 16 accounts (previous year '1.66Crore relating to 66 accounts as on April 30,2025) were claimed and renewed / settledup to April 30, 2026. The Depositors wereintimated regarding the maturity of deposits,with a request to either renew or claimtheir deposits. Where the deposit remainsunclaimed, reminder letters / SMS are sent todepositors periodically and follow up action isinitiated through the concerned branch. YourCompany has not defaulted in repaymentof deposits or interest during the year.The Company has complied with therequirements under Chapter V of theCompanies Act, 2013 to the extent applicable.During the year, the deposit schemes of yourCompany have been rated 'ICRA AAA' Stable,reaffirmed by ICRA Ltd., indicating 'highestcredit quality' and that the rated depositprogramme carried the lowest credit risk. YourCompany, being a Housing Finance Company,is registered with NHB and has complied withthe Directions / Guidelines issued by the NHBand RBI with regard to deposit acceptance andrenewal. Your Company is exempted from theapplicability of the Companies (Acceptance ofDeposits) Rules 2014.
As per the regulatory requirement vide thecommunication bearing reference, RBI/2023-24/14DOR.SFG.REC.10/30.01.021/2023-24dated April 11, 2023, the Company hasformulated the Green Deposits Policy.
During the year under review, there were nosecuritized assets outstanding as at March31,2026. Further, the Board of Directors at itsmeeting held on April 24, 2025, approved theproposal for raising funds through ResidentialMortgage - backed securities upto '300 Croresin compliance with the RBI Master Directiondated 24.09.2021 and 05.12.2022.
14. REGULATORY COMPLIANCES:
^ Compliance with Regards to Directions/Guidelines of Reserve Bank of India (RBI) /National Housing Bank (NHB) and other Statutes:
Regulatory guidelines for housing finance in Indiaare largely driven by the RBI and NHB, focusing onstrengthening prudential norms, enhancing customerprotection, and supporting affordable housing.
In November 2025, a major regulatory overhaul wascarried out under which RBI undertook a historicconsolidation of over 9,000 legacy circulars into 244cohesive Master Directions to reduce complianceburden, duplication, and interpretation challenges,replacing scattered instructions with a streamlinedframework.
In addition to the above, RBI vide its notification dt.05.12.2025 has issued the "Reserve Bank of India(Non-Banking Financial Companies - Undertaking ofFinancial Services) (Amendment) Directions, 2025"and the "Reserve Bank of India (Commercial Banks- Undertaking of Financial Services) (Amendment)Directions, 2025" which clarify the roles of banks andtheir group entities in conducting financial and non¬financial activities, including agency business, referralservices, lending, and investment management.
As per the notification, if lending activity is carried out byany of the group entities of a Commercial Bank, regulationsas applicable to Upper Layer NBFC shall be applicableto that group entity of the commercial bank. Since yourCompany is engaged in lending activity and is part of aCanara Bank group entity, as per RBI's notification, yourCompany falls under the category of Upper Layer NBFCs.Your Company has taken all necessary actions to complywith the amended Directions, including alignmentof operations with prudential norms applicable toUpper Layer NBFCs and updating internal policies andprocedures. Further, Canara Bank has submitted to RBI
the compliance status report in this regard, as mandatedunder the RBI Directions.
Your Company has complied with the Reserve Bank ofIndia (Housing Finance Companies) Directions, 2025and Reserve Bank of India (Non-Banking FinancialCompanies - Registration, Exemptions and Frameworkfor Scale Based Regulation) Directions, 2025 and hasadhered to all the guidelines and circulars issued byRBI on asset classification of credit / investments,credit rating, acceptance of deposits, Fair PracticesCode (FPC), Most Important Terms and Conditions(MITC), Customer Complaints Redressal Mechanism,Know Your Customer (KYC), Anti-Money Laundering(AML) Guidelines, Asset Liability Management,Capital Adequacy Ratio (CAR) norms, InformationTechnology Frameworks, CERSAI, Implementation ofIndian Accounting Standards (Ind AS), Appointmentof Statutory Auditors, Guidelines on Reporting andMonitoring of Frauds in Housing Finance Companiesand all other related instructions, guidelines andcirculars issued by the RBI in letter and spirit with anexplicit notification on the website of the Company, tothe extent applicable.
Further, your Company is compliant with all theKey regulatory changes during FY 2025-26 includingthe prohibition of certain prepayment charges,Introduction of the PRAVAAH Portal for streamlinedregulatory approvals, mandatory updation / periodicupdation of KYC norms etc.
Your Company has complied with other relatedstatutory Guidelines / Directions / Policies as applicableto the Company from time to time. Compliance ofall Regulatory directions / guidelines of NHB/RBI,other statutes are periodically reviewed by the AuditCommittee and the Board.
Your Company is registered with Insurance Regulatoryand Development Authority of India (IRDAI) for carryingon the Insurance Agency Business and has compliedwith the applicable requirements under InsuranceRegulatory and Development Act, 1999 and IRDAI(Registration of Corporate Agent) Regulations, 2015,as amended from time to time. Being an insuranceintermediary, the Company is maintaining all therequired information as per IRDAI rules. The Companyhas put in place an appropriate policy on maintenanceof records and destruction of old records as requiredunder IRDA Guidelines.
The Company has established partnerships with leadinginsurance providers like Bajaj General Insurance,IndusInd (Reliance) General Insurance, Tata AIGGeneral Insurance, Life Insurance Corporation of India(LIC) and Canara HSBC Life Insurance Company Limited.This collaboration allows us to offer our customers acomprehensive range of insurance options, ensuringvital coverage for their property, life, and potentialcritical illnesses.
Further, your Company is compliant with the NationalHousing Bank Advisory, ensuring that borrowers areprovided with the choice of at least two insurancecompanies (for Life and General Insurance) wheneverinsurance products are sold.
RBI vide its Circular No. RBI/2022-23/34 DOR.CRE.REC.28/21.04.048/2022-23 dated April 21, 2022,
has inserted para "103A. Legal Entity Identifierfor Borrowers" under "Chapter XIV of RBI MasterDirections, 2021. As per the said para it was advisedthat non-individual borrowers enjoying aggregateexposure of '5 Crores and above from banks andfinancial institutions (FIs) shall be required to obtainLEI codes as per the prescribed timeline. The Companyhad already obtained on April 04, 2018, the LegalEntity Identifier No.335800EJ9Y3XDP5ZDH81 underthe erstwhile RBI/2017-18/82-DBR.No.BP.92/21.04.048/2017- 18 dated November 02, 2017, as advised byNHB. The Company has renewed the LEI codes for FY2025-26.
Your Company has registered on TReDS Platformthrough Receivables Exchange of India Limited (RXIL)vide registration No.CA0000876. The Company has paidthe annual fee for maintenance of the said registration.
15. COMPLIANCE UNDER THE COMPANIES ACT,2013:
Your Company has complied with the requirements ofthe applicable provisions of the Companies Act, 2013,and related Rules during FY 2025-26.
As per the requirements under Section 92(3) ofthe Companies Act, 2013 and the rules framedthereunder, the copy of the draft Annual Return forFY 2025-26 has been uploaded on the Company'swebsite. A copy of the annual return can beaccessed at: https://www.canfinhomes.com/
Investor/investorspagecontentwfs/annual return.
For other compliance- related details, please referto the Secretarial Audit Report enclosed with thisReport as Annexure-1.
During the year under review, there were no significantor material orders passed by any Regulators, Courtsor Tribunals that could impact the Company's goingconcern status or its future operations. Further, nopenalty was levied or imposed on the Company bythe Regulators i.e. NHB/RBI.
(iii) DETAILS OF APPLICATION MADE OR ANYPROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company did notmake any application, and no proceedings werepending against the Company under the Insolvencyand Bankruptcy Code, 2016.
(iv) DETAILS OF DIFFERENCE BETWEEN AMOUNTOF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONEWHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THEREASONS THEREOF:
During the year under review, there was no instancein which the Company carried out any valuation forone-time settlement for loans taken from Banks orFinancial Institutions.
During the year under review, there was no changein the nature of the business of your Company.
There were no material changes and commitments,affecting the financial position of your Companythat could have an impact on its future operationsor its status as a "Going Concern", between the endof FY 2025-26 and the date of this report.
(vii) RECOVERY ACTION UNDER SECURITISATION &RECONSTRUCTION OF FINANCIAL ASSETS ANDENFORCEMENT OF SECURITY INTEREST ACT,2002 (SARFAESI ACT):
During the year under review, no action wasinitiated against the Company under the SARFAESIAct, 2002.
During the year under review, your Companydid not issue any shares with differential rights.Accordingly, no information as required underSection 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules,2014 has been furnished.
(ix) issue of sweat equity shares:
During the year under review, your Company didnot issue any sweat equity shares. Accordingly,no information as required under Section 54(1)(d)of the Act read with Rule 8(13) of the Companies(Share Capital and Debenture) Rules, 2014 hasbeen furnished.
During the year under review, there were noinstances of non-exercise of voting rights inrespect of shares purchased directly by employeesunder such scheme. Accordingly, no informationpursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures)Rules 2014 has been furnished.
(xi) loan from directors or their relatives:
During the year under review, your Companydid not take any loan from the Directors or theirrelatives.
(xii) PARTICULARS OF HOLDING, SUBSIDIARY ANDASSOCIATE COMPANIES (INCLUDING JOINTVENTURES):
Your Company does not have any Holding,Subsidiary and Associate Companies, includingany Joint Ventures. Further, the Company is anAssociate Company of Canara Bank.
(xiii) appointment of designated person
UNDER COMPANIES (MANAGEMENT ANDADMINISTRATION) RULES 2014- RULE 9 OF THECOMPANIES ACT, 2013.
In accordance with Rule 9 of the Companies(Management and Administration) Rules 2014, yourCompany is required to designate a responsibleindividual to ensure compliance with statutoryobligations.
Accordingly, the Board at its meeting held onDecember 22, 2023, appointed Shri Nilesh Jain, VP& Company Secretary, as the Designated Person.
The same shall be reported in the Annual Return ofthe Company.
^alteration of memorandum of
During the financial year under review, yourCompany has not altered its Memorandum ofAssociation and Articles of Association.
16. AUDITORS COMMENTS ON AUDITORSREPORT:
The Statutory Auditors have confirmed that they satisfythe criteria of independence as required under theprovisions of the Companies Act, 2013. The StatutoryAuditors of the Company have not reported any fraudto the Audit Committee or the Board of Directors underSection 143(12) of the Companies Act, 2013 read withRule 13 of the Companies (Audit and Auditors) Rules,2014. The Auditors' observation, if any, read togetherwith the Notes to Accounts, is self-explanatory andtherefore does not call for any comment.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year under review, your Companyhas re-constituted a Corporate Social Responsibility(CSR) Committee as prescribed under Section 135 ofthe Companies Act, 2013 and has put in place the CSRPolicy of the Company.
Your Company has directed its efforts toward sectorsthat matter most to society - education, healthcare,environmental sustainability, renewable energy, sportspromotion, animal welfare, women empowerment,sanitation & safe drinking water, and community welfare.
Your Company initiatives primarily focused onpromoting education including special education forunderprivileged and tribal students. Several activitieswere undertaken to ensure that children have accessto quality learning opportunities and supportiveinfrastructure. These included construction, repair, andupgradation of classroom blocks and toilet facilitiesto create safe and inclusive spaces for students.The Company also provided classroom furniture andeducational kits to Government schools to enhancethe teaching and learning experience. Scholarshipprograms were extended to underprivileged children,with particular emphasis on supporting girls' education.In addition, drinking water facilities were installed inschools to promote health and well-being.
Your Company remains committed to strengtheninghealthcare infrastructure, particularly in underservedrural communities. The essential medical equipmentand machinery were supplied to Government hospitalsand Primary Health Centers, helping quality of care forpatients. Drinking water facilities were also provided toimprove community health and hygiene.
Environmental sustainability has been identifiedas another key area of focus. During the year,your Company undertook several initiatives aimedat reducing environmental impact and fosteringsustainable practices In FY 2025-26, your Companyundertook a comprehensive ESG gap analysis andportfolio emissions assessment, establishing a strongfoundation for its sustainability journey. The gapanalysis highlighted the Company's strong socialperformance while identifying critical areas such asresource management, water systems, bio-diversity,and supply chain governance for further strengthening,alongside continued progress in climate and labour-related aspects. In parallel, a detailed climate riskand financed emissions assessment, aligned with thePCAF framework, enabled the Company to establisha baseline understanding of its portfolio exposure tophysical and transition risks and quantify emissionsacross mortgage and investment portfolios.
Your Company also assessed its operational GHGemissions (Scope 1, Scope 2, and Scope 3), reportingtotal emissions of 3,225.55 MTCO2e, with purchasedelectricity as the primary contributor. Building onthese insights, your Company has initiated targetedsustainability measures, including energy efficiencyimprovements, rooftop solar adoption, waterconservation initiatives, and increased digitalizationto reduce paper usage etc. These efforts reflect astructured shift from assessment to action, integratingESG considerations into business strategy, riskmanagement, and operational practices.
Furthermore, your Company is deeply committed inpromoting animal welfare and ensuring the humanetreatment of all living beings. Our efforts during theyear focused on supporting shelters and veterinarycare facilities, providing veterinary equipment toimprove the health and well-being of animals in need.
Additionally, the Company undertook severalenvironmental sustainability initiatives aimed atreducing its ecological footprint and supporting
community resilience. These included tree plantationdrives to enhance green cover and improve bio-diversity,as well as projects focused on waste management,water conservation, and rainwater harvesting.Special emphasis was placed on promoting cleanand renewable energy solutions, with rooftop solarpower systems installed across government schools,hostels, and primary health care centres to reducedependence on conventional energy sources. Further,public solar lighting systems were deployed in ruralvillages, contributing to improved safety and securityfor local communities. Together, these efforts reflecta structured transition from assessment to action,embedding ESG considerations into business strategy,risk management, and operational practices.
To encourage young talent, especially in rural areas,your Company supplied sports equipment andestablished multi-purpose courts in Governmentschools. Your Company also contributed to the welfareof vulnerable groups by supporting old age homes,orphanages, and residential homes for differentlyabled individuals.
As a prudent measure your Company has conductedan Impact assessment for FY 2024-25 from an externalindependent agency. The feedback received justifiedour efforts and confirmed that 3,39,736 individuals werebenefited across multiple states in India. These projectswere strategically aligned with the ESG frameworkand contributed to 13 United Nations SustainableDevelopment Goals (SDGs). The initiatives spannedbroad thematic areas including promoting education,healthcare, women empowerment, environmentalsustainability, and other social development priorities.
Your Company strives to be a socially responsibleCompany and strongly believes in overall development,which is beneficial for the society at large, as apart of its Corporate Social Responsibility ("CSR")initiatives. Through the CSR program, your Companysets the goal of reaching a balance that integrateshuman, environmental and community resources.By means of integrating and embedding CSR into itsbusiness operations and participating proactively inCSR initiatives, your Company intends to contributecontinuously for sustainable development efforts. Asper the Companies Act, 2013, as prescribed, companiesare required to spend at least 2% of their average netprofits for three immediately preceding financial years.In FY 2025-26, the Company supported 226 CSR projectsbenefiting 4,55,593 individuals with an expenditure of'1947.14 lakhs. These CSR initiatives were implementedPan-India basis, executed through Registered Officeand the branch in those areas. The total allocatedCSR budget for FY 2025-26 was '1906.00 lakhs. TheCompany sanctioned '1947.14 lakhs during the year,out of which '1321.66 lakhs were utilized duringthe fiscal year. The remaining sanctioned amount of'625.47 lakhs has been transferred to unspent CSRAccount, in accordance with the provisions of theCompanies Act, 2013 and will be disbursed as per theprogress of the projects.
Further, the Chief Financial Officer confirmed to theBoard of Directors vide certificate dated May 18, 2026,that the funds disbursed have been utilized for thepurpose and in the manner approved by the Board forFY 2025-26.
Sr.
No.
Activities undertaken
No. of Projects
Amount
1.
Animal Welfare
9
71.66
2.
Conservation of Natural Resources
12
87.44
3.
Construction / Renovation / Repair / upgradation of infrastructural facilities atGovernment schools or schools situated in rural/backward areas
8
72.80
4.
Desks & Benches/Tables/Almirah/Green Board/Chairs etc.
34
109.07
5.
Drinking Water facility/supply of other articles of necessity etc.
44
107.70
6.
Equipment /Medical Vans to Hospitals
15
191.55
7.
Promoting Sports
6
56.89
8.
Providing educational materials including books, school bags, etc. to the poor childrenof Government schools or schools situated in rural/backward areas
14
31.38
9.
Renewable Energy Projects
53
337.93
10.
Scholarship to Students and Sponsorship of Child Education
4
40.69
11.
Welfare Measures
13
96.80
12.
Women Empowerment
101.53
13.
Provision has been created for the Unspent Amount
625.47
14.
Other- Impact Assessment
1
16.23
Total
226
1,947.14
The information regarding the Company's spending under its Corporate Social Responsibility (CSR) Policy, along with reasons for anyunspent balance carried forward during the current year, is disclosed as Annexure - 2 to the Directors' Report, which forms part of theAnnual Report.
A copy of the CSR Policy can be accessed on the Company's website athttps://www.canfinhomes.com/Policies and Codes.
18. HUMAN RESOURCES DEVELOPMENT:
Our employees are the cornerstone of the Company'ssuccess. Their knowledge, dedication, aptitude, andskills are invaluable assets that drive organizationalgrowth. We remain committed to empowering themthrough continuous learning, development initiatives,and a supportive work environment, ensuring theyare fully equipped to perform their responsibilitieswith excellence and efficiency.
In FY 2025-26, we reaffirmed our commitmentto employee development by implementing acomprehensive training program that included bothin-person and virtual sessions. These programs wereconducted by internal experts as well as externalexperts from renowned institutions such as NHB,NIBM, IIBF, CAFRAL, IIMs, RBI, NHRD, and PHDCCI.
The key areas of focus for our training includedrisk management, credit operations, accountmanagement, housing finance, customer service,grievance redressal, CRM practices, and regulatorycompliance. Extensive training on Environmental,Social, and Governance (ESG) practices was attendedby employees and directors, and the insights of the
same was shared across the branches for promotingenvironmental and social awareness amongemployees. In line with our commitment to ethicalconduct and a safe workplace, training sessions werealso conducted on preventive vigilance, human rights,and Prevention of Sexual Harassment (PoSH).
These sessions aimed to reinforce a culture ofaccountability, inclusivity, and respect across all levelsof the organization. Some of our in-person traininginitiatives included Induction Programs for Officers,Assistant Managers, and Deputy Managers, InductionTraining for Managers and Senior Managers, Soft SkillsTraining for Branch Managers, Best Practices Trainingfor Inspecting Officials, and Sales and MarketingTraining. Our executives participated in variousleadership development programs organized byexternal organizations. These programs included "SalesLeadership & Sales Force Motivation in the Digital Era"and "Managing and Leading Teams" by IIM, as well as"Governance and Risk Management" and "FinancialFrauds and Forensic Audit" offered by CAFRAL.
Additionally, your Company participated in the"Certified PoSH Investigator Certification Program"
by NoMeansNo and several other programs. Notably,your company also engaged in providing specializedtraining aimed at empowering women leaders, such as"Career Accelerator: Evolving as a Leader." "ExecutiveKnowledge Exchange" programs were organizedfor top management on various topics to promotecross-functional learning and knowledge sharing.All our training initiatives reflect our commitmentto fostering a skilled, ethical, and customer-focusedworkforce.
The Company has also put in place "Equal OpportunityPolicy" as per Section 21(1) of Rights of the Personswith Disabilities Act, 2018.
The Statement containing details of employeesas required in terms of Section 197 of the Act readwith Rule 5(1), 5(2) and 5(3) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the disclosures with respectto the remuneration of Directors, Key ManagerialPersonnel and employees of the Company have beenprovided in Annexure - 6 to this Board's Report.
19. DETAILS OF ESOP SCHEME IMPLEMENTEDBY THE COMPANY:
Your Company has introduced the CFHL EmployeeStock Option Scheme-2024 (ESOP Scheme 2024) inthe year 2024 to reward performance and foster long¬term commitment among employees towards thegrowth of the Company. The Scheme was designedin compliance with the SEBI (Share-Based EmployeeBenefits and Sweat Equity) Regulations, 2021, asamended from time to time, to enable employeesto participate in the Company's future growth andfinancial success.
During the year under review, 12,240 options werevested to 45 Option Grantees under Tranche 1 ofthe ESOP 2024 at an exercise price of '842.80/- pershares. These options were granted to the identifiedemployees by the Nomination Remuneration and HRCommittee at its meeting held on 25/11/2024.
Further, the Nomination, Remuneration & HRCommittee approved the Grant of 1,76,377 optionsunder Tranche 2 of the ESOP Scheme 2024 at anexercise price of '884.55/- per share, to the identifiedemployees. The granting of Options under thisScheme is aligned with the Company's Nomination
Remuneration and HR Policy. Grants are made basedon various factors, including the employees' tenurewith the Company, performance ratings achievedover the past four quarters, penalties, if any, involvingamounts of '1,00,000 and above, assessment offuture potential, and other criteria as determined bythe Committee.
Grant wise details of options vested, exercisedand cancelled are provided in note no. 19.6 to thestandalone financial statements.
The ESOP 2024 is in compliance with the provisionsof Companies Act, 2013 and SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations,2021. Further, the detailed disclosures relating toTranche-2 of ESOP 2024 have been uploaded on theCompany's website athttps://www.canfinhomes.com/Investor/investorpagecontentwithannouncements/Announcements.
Based on the vesting schedule of the ESOP Grantees,your Company has opened window for exercise ofoption under the ESOP Scheme 2024 from April 15,2026, to April 30, 2026. During the said period 11employees exercised their options. Thereafter, theBoard at its meeting held on 08/06/2026 approvedthe allotment of 466 equity shares at an exerciseprice of '842.80/- per share ('2/- Face Value and'840.80/- premium) to the ESOP Grantees and thePaid-up Capital of the Company has been increasedto that extent.
Accordingly, as on the date of this report, the paid-up capital of the Company stood at '26,63,09,182/-(13,31,54,591 equity shares of '2/- each).
20. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT THEWORKPLACE (PREVENTION, PROHIBITION,AND REDRESSAL) ACT, 2013:
Your Company has put in place a policy for preventionof sexual harassment in accordance with therequirements of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal)Act, 2013.
Your Company has re-constituted its InternalComplaints Committee to redress complaints receivedin relation to sexual harassment at the workplace asdetailed below :
INTERNAL COMPLAINTS COMMITTEE:
Name
Designation
Position held
Smt Madhu Shetty
Vice-President
Chairperson/Presiding Officer
Shri D R Prabhu
VP & CCO
Member
Smt Meenakshi Jayaraman
Chief Manager & Retail Loan
Shri Vinayaka Rao M
VP & Zonal Head
Shri Suraj H S
Chief Manager-Head Recovery & Legal
Smt Shobha Mestri
Manager- Legal
Smt Gita Kishore
Asst. Professor
External Member
All employees (permanent, contractual, temporary and trainees) are covered under this policy.
Following are the details of the complaints received by the Company during FY 2025-26:
Sr. No.
Number
No. of complaints of sexual harassment received during the financial year
0
2
No. of complaints disposed off during the financial year
3
No. of cases pending for more than 90 days
Nil
Number of complaints pending as on end of the financial year
21. COMPLIANCE WITH MATERNITY BENEFITACT, 1961:
Your Company reaffirms its commitment to the welfareof its female employees and confirms full compliancewith the provisions of the Maternity Benefit Act, 1961,as amended from time to time. A comprehensivematernity leave policy is in place to provide appropriatesupport during the maternity period. Under this policy,eligible female employees with no more than two livingchildren are entitled to maternity leave of up to 12months during their service (six months per child).
The policy also provides for six weeks of paid leave inthe event of a miscarriage or medical termination ofpregnancy, in accordance with applicable law. Throughthese measures, your Company remains committedto safeguarding the health, well-being, and statutoryrights of its female employees through compassionateand legally compliant workplace practices.
22. NOMINATION REMUNERATION AND HR(NRC) COMMITTEE AND ITS POLICY:
Your Company has constituted a Nomination,Remuneration and HR Committee (NRC) Committee
of the Board in terms of Section 178 of the CompaniesAct, 2013, read with Regulation 19 of the SEBI (ListingObligations & Disclosure Requirements) Regulations,2015 and Reserve Bank of India (Non-Banking FinancialCompanies - Governance) Directions, 2025. TheCommittee identifies persons who are qualified tobecome Directors of the Company. The appointment,renewal, re-appointment, re-categorization and/or removal of such Directors including extensionor continuation of their term of appointment, isrecommended by the NRC to the Board.
The Committee has also laid down the criteria foridentifying persons who may be appointed to the seniormanagement of the Company. The NRC has formulatedthe criteria for determining the qualifications, positiveattributes and independence of a director, and forcarrying out the evaluation of the performance of everyDirector, the Board as a whole, and its committees.
The Board has ensured the evaluation of theperformance of the Board, its committees andindividual Directors through meetings of IndependentDirectors, meetings of the Nomination, Remuneration
and HR Committee, and independent evaluation byeach Director, for the year ended March 31,2026.
The NRC Policy of the Company, covering all theabove aspects, is made available on the website athttps://www.canfinhomes.com/Policies and Codesin terms of Section 134(3) of the Companies Act, 2013.
23. TRANSFER OF UNCLAIMED AND UNPAIDDIVIDEND/ DEPOSIT AMOUNTS TO THEINVESTOR EDUCATION AND PROTECTIONFUND (IEPF):
In terms of Section 124 and 125 of the CompaniesAct, 2013, the amounts (dividend, deposits etc., withinterest) that remained unclaimed and unpaid formore than 7 years from the date they first becamedue for payment, should be transferred to IEPF. As aninvestor friendly measure, your Company has beenintimating the respective shareholders/depositors /investors to encash their dividend warrant / renewmatured deposits or lodge their claim for payment ofdues, if any, from time to time and the claims madewere settled. As per the statutory requirements, thedetails of such amounts are made available on thewebsite of MCA-IEPF at www.iepf.gov.inas well as onthe Company's website www.canfinhomes.com.
In order to pay dividend amounts online, the members/ investors are requested to get their shares convertedfrom physical to DEMAT mode, register their bankaccount particulars and / or opt for ECS facility.
As at March 31, 2026, dividends aggregating to'3.14 Crore (Previous year '2.12 Crore) relating todividends declared for the years FY 2018-19 to FY2025-26 (of which '0.41 Crore related to Interimdividend for the year 2026), had not been claimedby members. As an investor friendly measure,your Company has intimated members to lodgetheir claims and related particulars with theCompany/ RTA. The dividend pertaining to 2017¬18, which remained unclaimed/unpaid amountingto '0.24 Crore (in respect of 3211 shareholders),was transferred to IEPF on August 22, 2025, aftersettlement of claims by members received inresponse to the individual reminder letters sentby your Company to the respective members.The dividend pertaining to 2018-19 remaining
unclaimed and unpaid, amounting to '0.21 Crore(in respect of 2,214 shareholders) as at March 31,2026, would be transferred to IEPF during August2026 after settlement of the claims, if any, received.The Company takes various initiatives to reducethe quantum of unclaimed dividend and has beenperiodically intimating the concerned members,requesting them to encash their dividend before itbecomes due for transfer to the IEPF. Please referto the Corporate Governance Report for moredetailed information on the subject.
b) Transfer of shares to IEPF:
Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund)Amendment Rules, 2017 was notified by theMinistry of Corporate Affairs (MCA) on October 13,2017. As per Rule 6 of the said Rules, the shares,in respect of which dividend amounts have notbeen paid or claimed for 7 consecutive years, arerequired to be transferred to 'IEPF demat Account'of IEPF Authority. On verification of records ofunpaid / unclaimed dividend, during FY 2025-26,371 shareholders had not claimed dividend for7 consecutive years and 2,84,276 Shares have beentransferred to IEPF within the prescribed periodi.e. on 25/09/2025. The details of such transferare provided on the website of the Company. Formore details, please refer 'General Information toshareholders' in this report.
The status of shares transferred to IEPF as atMarch 31,2026, is detailed as below:
No. of Shares
Balance as at April 1, 2025
5,62,950
Add: Shares transferred to IEPF during
2,84,276
FY-2025-26
Less: Claims processed by IEPFAuthority during the FY-2025-26
10,750
Balance as at March 31,2026
8,36,476
In terms of the above Rules, reminder letters weresent by the Company to all the shareholders whohad not claimed their dividends for a consecutiveperiod of 7 years, informing that their shares will betransferred to IEPF suspense account on the duedate i.e., September 21, 2026, if they do not placetheir claim for unclaimed dividend amounts to theCompany. Your Company has provided the relateddetails on its website athttps://www.canfinhomes.com/Investor/investorpagecontentwithsm/iepf.
Deposits remaining unclaimed for a period ofseven years from the date they became due forpayment, shall be transferred to the InvestorEducation and Protection Fund (IEPF) establishedby the Central Government. The concerneddepositor can claim the deposit from I EPF. Asrequired under Section 125 of the CompaniesAct, 2013, the unclaimed and unpaid depositstogether with interest for the year 2018-19 wereNil (previous year '0.089 Crore) that remainedunclaimed and unpaid for a period of 7 years,were transferred to IEPF during the year underreview.
d) Unclaimed Suspense Account:
In accordance with the requirement of Regulation34(3) and Part F of Schedule V to the SEBI ListingRegulations, details of equity shares in thesuspense account are as follows:
Numberof Shareholders
No. ofShares
Aggregate number ofshareholders and theoutstanding shares in thesuspense account.
249
2,01,745
Less: Aggregate numberof shareholders and theoutstanding shares transferredfrom suspense account to IEPFduring the year
169
1,43,395
Less: Shareholders to whomshares were transferred fromSuspense account duringthe year based on requestreceived
03
2,000
Aggregate number ofshareholders and theoutstanding shares in thesuspense account lying as onMarch 31,2026
77
56,350
The voting rights on the shares outstanding inthe Suspense account shall remain frozen till therightful owner of such shares claims the shares.
24. PARTICULARS REGARDING CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDEXPENDITURE:
(i) Foreign Exchange Earnings and Outgo:
During the year, your Company did not earnany income or incur any expenditure in foreigncurrency/exchange.
(ii) Manufacturing Activity:
Since your Company is a Housing Finance Companyand does not carry-out any manufacturing activity,the requirement relating to providing the particularsrelating to conservation of energy and technologyabsorption as per Sec 134(3)(m) of the CompaniesAct, 2013 read with Rule 8 of the Companies(Accounts) Rules 2014, are not applicable.
(iii) Energy Conservation and Sustainability Initiatives:
Your Company has implemented a range of energyconservation and sustainability initiatives acrossits operations to reduce environmental impact andenhance resource efficiency. Key measures includedigitization of Board and Committee processesthrough Dess Digital Software to minimize paperusage; transition to energy efficient LED lighting,motion sensor-based systems, and five star ratedelectrical appliances; time-based optimization ofair-conditioning and replacement of old AC unitswith energy efficient models; installation of a25kW rooftop solar power system at theRegistered Office; and lifecycle based replacementof electrical equipment. Further initiatives includedisposal of old and high emission vehicles,promotion of video conferencing to reduce travelemissions, responsible e waste disposal throughcertified vendors, segregation of wet and drywaste, reduction in single use plastics, installationof low flow water taps, rainwater harvesting, andpromotion of green indoor environments throughindoor plants. These initiatives collectively reflectthe Company's commitment to energy efficiency,carbon reduction, and sustainable operations.
(iv) Green Initiatives and Resource Optimization:To further strengthen its sustainability efforts,your Company has adopted the following digitalsolutions and operational efficiencies:
• Implementation of Dess Digital Software forelectronic sharing of Board and Committee
agenda papers, significantly reducing paperusage.
• Disposal of old vehicles, including highemission two-wheelers, in accordance withapplicable norms as part of the energyefficiency and emission reduction plan, withremaining vehicles scheduled for disposal.
• E-waste disposal through certified vendors,ensuring environmentally responsiblerecycling and waste management.
• Reduced use of packaged drinking water tocurb single use plastic consumption.
• Optimization of exterior lighting, includingfront lights and glow signboards, to lowerpower consumption.
• Complete replacement of fluorescent tubesand CFLs with LED lighting across officesto improve energy efficiency and reduceelectricity consumption.
• Installation of motion sensor-based lightingsystems in office areas to avoid energywastage.
• Upgradation of old air-conditioners to energyefficient models and adoption of time-basedregulation of AC usage to reduce electricityconsumption.
• Use of five star rated, energy efficientelectrical fixtures and appliances acrossoffices.
• Transition from desktop computers to all inone systems to improve energy efficiency.
• Installation of proper earthing systems tominimize power losses.
• Lifecycle based replacement of electricalequipment to proactively reduce energyconsumption.
• Segregation of wet and dry waste at sourceto support effective waste management.
• Increased reliance on e-mail and digitalprocesses instead of printed materials,promoting paper light operations.
• Greater use of video conferencing to reduce
business travel and associated carbonemissions.
• Installation of a 25 kW rooftop solar powersystem at the Registered Office to harnessrenewable energy and reduce dependenceon conventional power.
• Installation of low flow water taps in the newRegistered Office building to reduce waterconsumption.
• Rainwater harvesting system at the RegisteredOffice to support groundwater recharge andsustainable water management.
• Promotion of green indoor environments bymaintaining indoor plants across branchespan India, contributing to improved indoorair quality and employee well being
Through these initiatives, the Company reinforcesits commitment to sustainability and responsibleresource management, striving for continuousimprovement in energy conservation.
25. DIRECTORS & KEY MANAGERIAL PERSONNEL:
(i) Appointment of Directors:
During the year under review, the Board ofDirectors made the following appointments andre-appointments of Directors & Key ManagerialPersonnel (KMPs) of the Company, basedon the recommendations of the NominationRemuneration and HR Committee, afterconsidering the 'fit and proper' criteria andperformance evaluation of the Directors.
i) Shri Hardeep Singh Ahluwalia (DIN: 09690464)was appointed as an Additional Director andNon-Executive Director (Promoter Director)on the Board of the Company w.e.f. August 06,2025. The RBI had approved his appointmentvide letter No.CO.DoR.HGG.No.S3575/18-02-025/2025-2026 dated August 06, 2025.Subsequently, the Shareholders approvedhis appointment through postal ballot onOctober 10, 2025.
ii) Shri Swarupananda Mallick (DIN: 11164699)was appointed as a Non-Executive-Independent Director of the Company fora first term of 3 (three) years effective fromAugust 21, 2025. The Shareholders of theCompany approved his appointment at the38th AGM held on August 20, 2025.
iii) Shri Arvind Narayan Yennemadi (DIN:07402047) was re-appointed as a Non¬Executive-Independent Director of theCompany for a Second term of 3 (three) yearsfrom the conclusion of the 38th AGM until theconclusion of the 41st AGM to be held for theFY 2027-28.
iv) Shri Vikram Saha (DIN:10597814) DeputyManaging Director of the Company, who wasliable to retire by rotation, was re-appointedat the 38th Annual General Meeting (AGM)held on August 20, 2025.
v) Based on the recommendation of NominationRemuneration & HR Committee, the Boardof Directors, at its meeting held on April24, 2026, approved the appointment ofShri Shailesh Kumar Singh (DIN: 11662605)as an Additional Director and Whole-timeDirector (Designated as Deputy ManagingDirector) & Key Managerial Personnelon the Board of the Company. Theappointment of Shri Shailesh Kumar Singh asa Whole-time Director, designated as DeputyManaging Director is effective from the dateof RBI approval and the proposal for theappointment of Shri Shailesh Kumar Singhis being placed before the members at theensuing 39th Annual General Meeting.
vi) The Board of Directors, based on therecommendation of the Nomination,Remuneration and HR Committee, approvedthe re-appointment of Shri Murali Ramaswami(DIN:08659944) as an Independent Directorfor a second term of 3 years w.e.f. the dateof conclusion of the ensuing 39th AGM ofthe Company i.e. from July 29, 2026 with thesame terms and conditions of appointment.The proposal for the re-appointment ofShri Murali Ramaswami is being placed beforethe members at the ensuing 39th AnnualGeneral Meeting.
vii) Based on the recommendation of NominationRemuneration & HR Committee, the Boardof Directors, at its meeting held on June 08,2026, approved the appointment of SmtVarsha Vasant Purandare (DIN:05288076) as
an Independent Director for a first term of 3years effective July 30, 2026 till July 29, 2029,with the terms and conditions of appointmentas decided by the Board. The proposal for theappointment of Smt Varsha Vasant Purandareis being placed before the members at theensuing 39th Annual General Meeting.
viii) Shri Suresh Srinivasan Iyer was re-appointedas Managing Director & CEO of the Companyw.e.f. March 18, 2026 for a tenure of two (2)years and his Service contract was executed.The RBI has approved his re-appointmentvide letter No. DoR.HGG.GOV.No./S8096/18-02-025/2025-2026 dated January 28, 2026.The terms and conditions of re-appointmentincluding remuneration was circulated tothe members by way of Postal Ballot andapproved by the members on March 05,2026.
The Directors have filed their consent(s) anddeclaration(s) confirming that they are notdisqualified from being appointed as directors interms of the provisions of Companies Act, 2013read with rules made thereunder.
All Directors, except Shri Suresh S Iyer who holds100 shares, have informed the Company thatthey neither hold any shares nor have they takenany loan(s) from the Company. Brief profiles of allthe Directors are provided in Page Nos. 47-50 ofthis Annual Report.
The Board of Directors at its meeting held onMarch 15, 2025, approved the appointment ofShri Prashanth Joishy (PAN: ADCPJ9862A), as theInterim Chief Financial Officer and Key ManagerialPersonnel of the Company with effect from March20, 2025. Further, Shri Joishy resigned from theposition of Interim Chief Financial Officer witheffect from June 30, 2025, consequent to theonboarding of the regular Chief Financial Officerof the Company.
The Board of Directors at its meeting held onMarch 15, 2025, also approved the appointmentof Shri Abhishek Mishra as the Chief FinancialOfficer & KMP of the Company with effect from
the date of his joining i.e. from June 30, 2025. Theappointment was made in accordance with theprovisions of Section 203 and all other applicableprovisions of the Companies Act, 2013 read withthe rules made thereunder.
i) The second term of appointment ofSmt Shubhalakshmi Aamod Panse asNon-Executive and Independent Director,will be completed at the conclusion of theensuing 39th Annual General Meeting of theCompany. Accordingly, Smt ShubhalakshmiAamod Panse will cease to be Non-ExecutiveIndependent Director at conclusion of theensuing 39th Annual General Meeting of theCompany.
ii) Shri Debashish Mukherjee (DIN:08193978)Non-Executive Director (Promoter Director)of the Company resigned from the Board ofthe Company w.e.f. May 31,2025, consequentto his superannuation from Canara Bank asExecutive Director.
iii) Shri Anup Sankar Bhattacharya(DIN:02719232) Non-Executive-IndependentDirector of the Company vacated the officeof Director at the 38th AGM held on August20, 2025, after completion of his first term ofappointment of 3 (three) years.
iv) Shri K Satyanarayana Raju (DIN:08607009)Non-Executive Director & Chairman ofthe Company resigned from the Board ofthe Company w.e.f. December 31, 2025,consequent to his superannuation fromCanara Bank as Managing Director & CEO.
v) Shri Vikram Saha, (DIN:10597814) DeputyManaging Director resigned from the Boardof the Company w.e.f. the commencementof Business hours of April 15, 2026, onaccount of transfer by the Parent Bank(Canara Bank).
(iv) Retirement by rotation and re-appointment:
In terms of Section 152 and all other applicableprovisions of the Companies Act, 2013, andthe Articles of Association of the Company,Shri Hardeep Singh Ahluwalia, Non-ExecutiveDirector, is liable to retire by rotation at theensuing Annual General Meeting and beingeligible, offers himself for re-appointment.The agenda relating to re-appointment of ShriHardeep Singh Ahluwalia forms part of the Noticeconvening the ensuing Annual General Meetingand all other relevant information as per Section102 of the Act, Regulation 36(3) of the SEBIListing Regulations and Secretarial Standard-2on General Meetings issued by the Institute ofCompany Secretaries of India are provided in theexplanatory statement.
All the appointments and re-appointmentsof the Directors are made by the Board ofDirectors based on the recommendations of theNomination Remuneration & HR Committee on'fit and proper' criteria and also based on theperformance evaluation of the Directors.
All the appointments and re-appointmentsmentioned above, which form part of the Noticeof the ensuing Annual General Meeting of theCompany, are recommended by your directors tothe members for appointment / reappointment/approval.
26. MEETINGS OF THE BOARD AND ITS COMMITTEE:
The Board of Directors of your Company meetsat regular intervals to discuss and decide uponthe Company's performance and strategies.During the year under review, the Board met 11(Eleven) times on April 23, 2025; May 26, 2025;June 25, 2025; July 19, 2025;September 03,2025; September 24, 2025; October 18, 2025;December 15, 2025; January 17, 2026; March 02,2026; and March 21,2026.
The maximum interval between any twoconsecutive meetings of the Board did not exceedone hundred and twenty days during the year.Your Company has complied with all applicablerequirements under the Companies Act, 2013and the rules made thereunder, the SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, and the Reserve Bank of India(Non-Banking Financial Companies - Governance)Directions, 2025 in relation to the Board ofDirectors and the Committees of the Board.
Details of the Board Meetings, including those ofvarious committees constituted by the Board, areprovided in the Corporate Governance Reportforming part of this Annual Report.
Your Company has the following 9 (Nine) Board-level Committees, which have been constitutedin compliance with the business requirementsand the relevant provisions of applicable lawsand statutes. The Committee usually meets onthe day preceding or on the day of the Boardmeeting, or as and when the need arises fortransacting business:
• Audit Committee
• Nomination Remuneration & HR Committee
• Corporate Social Responsibility Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• IT Strategy Committee
• Management Committee
• Review Committee for classification of WilfulDefaulters
• Special Committee of the Board forMonitoring and Follow-up of Cases of Frauds
A detailed note on the composition of the Boardand its Committees and other related particularsis provided in the Corporate Governance sectionof the Report of Directors forming part of thisAnnual Report.
In terms of the provisions of Rule 7 of Schedule IVto the Companies Act, 2013, a separate meetingof the Independent Directors, excluding all otherdirectors of the Company, was held on January27, 2026. The details of the Independent Directors'meeting are provided in the Corporate GovernanceReport forming part of this Annual Report.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3) (c)read with Section 134(5) of the Companies Act, 2013,the Board of Directors of your Company, to the bestof their knowledge, belief and ability and explanationsobtained by them, confirm that:
a) In the preparation of the Annual FinancialStatements for the financial year ended March 31,2026, the applicable accounting standards havebeen followed along with proper explanationrelating to material departures, if any.
b) The Directors had selected such accountingpolicies and applied them consistently and madejudgements and estimates that are reasonableand prudent, so as to give a true and fair view ofthe state of affairs of your Company, at the end ofthe financial year ended March 31,2026 and of theprofit and loss of your Company for that period;
c) The Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013, for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities.
d) The Directors have prepared the annual accountson a going concern basis;
e) The Directors have laid down internal financialcontrols to be followed by your Company andthat such internal financial controls are adequateand were operating effectively; and
f) The Directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.
28. DECLARATION BY INDEPENDENT DIRECTORS:
The Board has 5 (five) independent directors as onMarch 31, 2026, representing diversified fields andexpertise. The independent directors have submittedtheir declarations of independence stating that theymeet the criteria of independence as required in termsof the provisions of Section 149(6), 149(7) and 149(8)of the Companies Act, 2013 read with Companies(Appointment and Qualification of Directors) Rules,2014 and Regulation 16 of the SEBI Listing Regulations,as amended from time to time. The IndependentDirectors also confirmed that they were not aware ofany circumstance or situation which exists or may bereasonably anticipated that could impair or impact
their ability to discharge their duties with an objectiveof independent judgement and without any externalinfluence and that they are independent of theManagement. Details of Independent Directors areprovided in the appropriate section of the CorporateGovernance report.
All the Independent Directors of the Company arepersons of integrity, expertise and experience andhave obtained certificates from the Institute notifiedunder Section 150(1) of the Act, either by completingthe online proficiency self-assessment test or byway of exemptions from taking the tests, since theywere Directors for more than 10 years from the datespecified.
29. DIRECTORS & OFFICERS' INSURANCE POLICY:
In accordance with the provisions of the Act andRegulation 25(10) of the SEBI Listing Regulations, yourCompany has an appropriate Directors and OfficersLiability Insurance Policy which provides indemnity inrespect of liabilities incurred as a result of their office.The policy is renewed every year. The coverage of theinsurance extends to all directors of the Companyincluding the Independent Directors.
30. CODE OF CONDUCT:
In terms of Regulation 26(3) of the SEBI (LODR)Regulations, 2015, all the members of the Boardand Senior Management Personnel have affirmedcompliance with the Code of Conduct of Board ofDirectors and Senior Management for the FY 2025-26.
As required under Schedule V (D) of the said Regulations,a declaration signed by the Managing Director & ChiefExecutive Officer of the Company states that themembers of the Board and the Senior ManagementPersonnel have affirmed compliance of their respectiveCodes of Conduct and the same is attached asAnnexure-1 to Corporate Governance Report.
31. SHARE CAPITAL STRUCTURE:
During the year under review, there was no change inthe capital structure of the Company.
Your Company's capital structure as of 31st March2026 is given in the table below:
Share Capital:
Amount in'Lakhs
(i) Authorized Share Capital:
35,00,00,000 Equity Shares of '2 each
7,000.00
(ii) Issued and Subscribed Capital:
2,664.56
13,32,27,875 Equity Shares of '2 each
(iii) Paid-up Capital:
13,31,54,125 Equity Shares of '2 each
2,663.08
Add: Forfeited Shares
0.23
2,663.31*
*The Board of Directors at its meeting held on 08/06/2026issued 466 equity shares of face value of t2/- each to theidentified employees under the CFHL ESOP Scheme 2024.Accordingly, as on the date of the report, the paid-upcapital of the Company stood at '26,63,09,182/-(13,31,54,591 equity shares of '2/- each).
32. JOINT STATUTORY CENTRAL AUDITORS:
The Company's current Statutory Central AuditorsM/s. Rao & Emmar, Chartered Accountants (FirmReg. No. 003084S) and M/s V K Ladha & Associates.,Chartered Accountants (Firm Reg. No. 002301C)were appointed as Joint Statutory Central Auditorsof the Company to hold office for a period of threeconsecutive years from the conclusion of the 37thAnnual General Meeting up to the conclusion ofthe 40th Annual General Meeting to be held for theFinancial Year 2026-27.
The Auditors' appointments were made in compliancewith the provisions of Section 139, 141,142 andall other applicable provisions, if any, of theCompanies Act, 2013, read with Companies(Audit and auditors) Rules, 2014 and in compliancewith the guidelines issued by the Reserve Bank ofIndia (RBI), including any amendments, modifications,variations or re-enactments thereof.
The Auditors' report for FY 2025-26, annexed to thefinancial statement for the year under review, doesnot contain any qualifications or adverse remark ordisclaimer in his report.
33. SECRETARIAL AUDITORS & SECRETARIAL AUDIT:
In compliance with the Section 204 of the CompaniesAct, 2013 read with Rules made thereunder andRegulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (SEBIListing Regulations) as amended, the Board ofDirectors at its meeting held on April 23, 2025approved the appointed of M/s. Kedarnath & Karthik,firm of Company Secretaries FRN-P2023KR098600) asthe Secretarial Auditors of the Company for conducting
Secretarial Audit of the Company and for submission ofthe Annual Secretarial Compliance Report for a periodof five consecutive years, commencing from FY 2025¬26 to FY 2029-30. Subsequently, the Shareholders ofthe Company approved their appointment at the 38thAGM held on August 20, 2025.
The Secretarial Audit Report for FY 2025-26 doesnot contain any qualification, reservation or adverseremarks. The said report also includes the affirmationas per NSE Circular No. NSE/CML/ 2023/09 datedJanuary 25, 2023, and NSE Circular No. NSE/CML/25dated March 29, 2023, on Standard Operating Processunder SEBI (PIT) Regulations, 2015, for ensuringcompliance with Structured Digital Database ("SDD").The Secretarial Audit Report issued by the SecretarialAuditors is enclosed to the Report of Directors asAnnexure-1 in terms of Section 134(3) (f) read withSection 204(1) of the Act.
In addition to the Secretarial Audit Report, the AnnualSecretarial Compliance Report has also been issuedby the Secretarial Auditors as per the SEBI CircularNo. CIR/CFD/CMD1/27/2019 dated February 08, 2019,and NSE Circular No. NSE/ CML/2023/30 dated April10, 2023. The said report has also been submitted toStock Exchanges within the prescribed timeline.
34. COST AUDIT AND COST RECORDS:
Your Company is not required to maintain costaccounting records as specified under Section 148(1)of the Companies Act, 2013 read with the Companies(Cost Records and Audit) Rules, 2014.
35. PARTICULARS OF CONTRACTS ORARRANGEMENT WITH RELATED PARTIES:
Your Company has entered all related partytransactions during the financial year under reviewon arm's length basis and in the ordinary course ofthe business. In compliance with the provision ofCompanies Act, 2013 and SEBI Listing Regulations,there were no materially significant related partytransactions entered into by your Company with itsPromoters, Directors, Key Managerial Personnel orother designated persons, which may have a potentialconflict with the interest of your Company at large,except as stated in the Financial Statements.
As per the policy on Related Party Transactions asapproved by the Board of Directors, your Company
has entered into related party transactions basedupon the omnibus approval granted by the AuditCommittee of your Company. On quarterly basis, theAudit Committee reviews such transactions, for whichsuch omnibus approval was given. The policy onRelated Party Transactions was revised during the yearin view of amendments in SEBI Listing Regulations.
As per the SEBI Listing Regulations, the transactionwith a related party shall be considered material, andwould require Members' approval if the transaction(s)to be entered into individually or taken together withprevious transactions during a financial year exceedsthe following:
Consolidated Turnover ofListed Entity
Threshold
(1)
Up to '20,000 Crore
10% of the annualconsolidated turnover
'2,000 Crore + 5% of
(2)
More than '20,000 Crore
the annual consolidated
to upto '40,000 Crore
turnover above '20,000Crore
'3,000 Crore + 2.5% ofthe annual consolidated
(3)
More than '40,000 Crore
turnover above '40,000Crore or '5000 Crores,whichever is lower.
The Management of the Company has provided theAudit Committee (the "Committee") with the relevantdetails (as required under the Industry Standards)about the proposed RPTs including rationale, materialterms, justification as to why the proposed RPT(s)are in the interest of the Company and the basis ofpricing. The Committee has reviewed and taken noteof the certificate placed before it by the ManagingDirector and the Chief Financial Officer (CFO) of theCompany, confirming that the terms of RPTs proposedto be entered into are in the interest of the Company.After considering the details on RPT(s) as placed by theManagement, the Committee has granted approvalfor both material and non-material related partytransactions proposed for the financial year 2026-27with the related parties and recommended the board,the material Related Party Transactions proposedwith Canara Bank aggregating up to the amount of'4,857 Crore for the FY 2026-27 for their approval.Accordingly, the Board at its meeting held on June
08, 2026, has considered and approved proposedmaterial related party transactions and recommendedthe same for approval of Shareholders.
The Audit Committee and the Board have noted thatthe said transactions will be on an arm's length basisand in the ordinary course of business of the Company.Further, the Committee and the Board has confirmedthat the relevant disclosures for decision making of theCommittee were placed before it and, while approvingthe RPT(s), the Committee has determined that thepromoter(s) will not benefit from the proposed RPT(s)at the expense of public shareholders. Further, theCompany may have to enter into transactions with theCanara Bank like payment of arranger's fees in respectof CP / NCDs, guarantee fees, transactions with or anysuch transactions which cannot be foreseen at present.The particulars of contracts or arrangements withthe 'Related Parties' referred to in Sub-section (1) ofSection 188 of the Act, are furnished in Note No. 44 ofthe Notes forming part of the financial statements forFY 2025-26, forming a part of the Annual Report. Theparticulars of Related Party Transactions as requiredu/s Sec 134(3) (h) in the prescribed format (AOC-2) areattached to this Report as Annexure-3.
Further as required by Reserve Bank of India (HousingFinance Companies) Directions, 2025, Policy onMateriality of Related Party Transactions and Dealingwith Related Party Transactions ("RPT Policy") isannexed to this report and the same can be assessedon the Company website athttps://www.canfinhomes.com/Policies and Codes.
36. RISK MANAGEMENT:
Your Company has established a comprehensiveRisk Management framework to identify, assess,monitor, and mitigate various risks that may impacton its business operations, financial performance, andstakeholder interests. The framework is aligned withregulatory requirements and industry best practicesapplicable to housing finance companies.
The Board of Directors has overall responsibility forrisk oversight and has formed a Risk ManagementCommittee to assist in discharging its responsibilities.The Committee periodically reviews the Company'srisk profile, risk appetite etc. Senior Management ofthe Company is responsible for implementing the riskmanagement strategies, in ensuring adherence to theCompany's risk management policies, procedures,and internal controls across all business functions.
The Company's risk management framework coversKey Risk categories including Credit Risk, MarketRisk, Liquidity Risk, Operational Risk, Interest RateRisk, Compliance Risk and Reputational Risk etc.Appropriate policies, procedures and StandardOperating Procedures (SOPs) are in place to managethese risks. Credit Risk is managed through prudentunderwriting standards, portfolio diversification, andcontinuous monitoring of asset quality.
Asset Liability Committee (ALCO) headed by MD & CEOof the Company. The committee reviews ALM, LCR /Liquidity, Investment decisions, borrowing position &Collateral Management, Interest rate policy - AnnualRate Fixation, Revision in ROIs, decisions regardingFront-end Fees, Yield, Cost of Funds etc., to ensureadherence to the risk tolerance / limits set by theBoard/ Regulator and to achieve the targeted levels ofgrowth.
Your Company has an ALCO support group consistingof Officers/ Managers from functional departments,who are responsible for the preparation and analysisof ALM-related MIS, including liquidity and interestrate risk, monitoring funding positions, ensuringcompliance with regulatory and internal limits, andconducting stress testing and scenario analysis.ALCO Support Group meets monthly once or asand when required, to discuss the agenda items tobe deliberated in ALCO meetings and presents therequired data with analysis, for further deliberationand decisions in ALCO meetings, which will furtherstrengthen and improve the oversight of ALCO.The ALCO committee reviews the minutes of ALCOSupport Group and RMCB reviews the ALCO Minutes ona quarterly basis. Investment Committee of executivesreviews the investments made by the Company withrespect to market price of the investments made,renewal or fresh investments required etc., and theinvestments are made mainly in G-secs, for LCR/SLRpurposes.
Your Company has Board approved LiquidityManagement Policy including Contingency FundingPlan (CFP) and ALM Policy and well-definedarchitecture to promote the short-term resilienceand to strengthen the overall risk management andLiquidity Risk profile of the Company. As part of riskmanagement framework, your company conducts
periodic stress testing and undertakes an InternalCapital Adequacy Assessment Process (ICAAP) toensure capital adequacy under both normal andstressful conditions.
Operational risks are mitigated through definedprocesses, internal controls, system-based validations,and periodic internal audits. Your Company alsomaintains robust IT systems for the easiness andaccuracy of operations. Compliance risk is addressedthrough regular monitoring of regulatory changes andimplementation of necessary controls.
Your Company has constituted a Risk ManagementCommittee of Executives (RMCE) consisting offunctional Heads, who reviews the policies, productsand the overall risk profile and risk rating of thecompany and Systems and Procedures Committee(S&P) consisting of functional Heads reviews theprocess, gaps and approves Standard OperatingProcedure / any changes required to improve theprocess and controls. Risk Management Committee ofBoard (RMCB) reviews and evaluates the overall risksfaced by the Company, based on certification by theCompany's top management and apprises the Boardfor further directions.
Your Company follows a structured reportingmechanism whereby the key risk indicators andrisk exposures are periodically reported to SeniorManagement and the Risk Management Committee.The internal audit function provides independentassurance on the effectiveness of risk managementand internal control systems.
The Board believes that the Company's riskmanagement framework is adequate and continuesto be strengthened in line with business growth andevolving regulatory requirements.
Details regarding the above are covered in themanagement discussion and analysis report which formspart of this Annual Report. In terms of Section 134(3)(n) ofthe Act, your Directors wish to state that your Companyhas adhered to the Risk Management Policy.
37. AUDIT AND INTERNAL CONTROL:
Your Company has strengthened the existinginternal control systems by introducing measuresfor minimizing operational risks commensurate with
the nature of its business and size of operations byreviews at periodical intervals. The internal auditfunction operates independently and adopts a risk-based approach to provide assurance on the adequacyand effectiveness of internal controls, governanceprocesses and risk management practices. Keyprocesses and controls are reviewed at periodicintervals, and audit observations are systematicallytracked to ensure timely corrective actions.
Further, your Company has reviewed delegationof authorities and streamlined standard operatingprocedures for all areas of its business, operations,functions, strengthened the Offsite TransactionMonitoring System (OTMS) to track transactionsand early-warning signals across all branches byintroducing innovative monitoring tools. To ensurebetter asset quality, verification of properties underfresh disbursement has been increased to 50% from30% w.e.f. 01/2026. Quality Audit of previous RBIAcompliances has been increased to 100% from 15%w.e.f. 01/2026. These enhanced controls strengthengovernance oversight and provide assurance on assetquality, regulatory compliance, and risk mitigation.The Audit Committee of the Board regularly reviewsinternal audit functions, risk areas and the status ofimplementation of corrective actions and providesnecessary strategic guidance to management tofurther strengthen the internal control environment.
The National Housing Bank conducts inspection ofyour Company on an annual basis. During the year, theNHB conducted regular inspection of your Companybetween September 01, 2025, and September 18,2025, for the position as at March 31,2025. The Reporthas been received, and the Company has replied to allthe queries within the prescribed time. Compliancewith the observations was reviewed by the AuditCommittee and the Board.
Your Company has also put in place a well-definedpolicy on Risk Based Internal Audit (RBIA) and as perthe said policy, 234 branches, Regd. Office and 6 ZonalOffices were audited in FY 2025-26.
During the year, 20 loan accounts pertaining to10 branches, amounting to '4.36 crore have beendeclared as fraudulent and have been reportedto the authorities/ regulators. The Company has
taken appropriate remedial actions to avoid futureoccurrences of fraudulent activities by tighteningreporting and internal control system.
Your Company has classified these accounts as non¬performing assets and made 100% provision in linewith regulatory guidelines. The Audit Committeereviews the audit reports/ remarks/ observations andreplies/ compliances including the compliance of KYCnorms. IS Audit of your Company for review periodAugust 01, 2024 to July 31, 2025 was conducted byCanara Bank between 25/08/2025 to 30/08/2025. Thecompliance of the observations was reviewed by theAudit Committee of the Board. Management Audit byCanara Bank was conducted between 26/08/2025 to01/09/2025 for the review period August 01, 2024, toJuly 31,2025.
38. DETAILS OF REGISTRAR AND SHARETRANSFER AGENT (RTA):
During the year under review, there was no change inthe RTA of the Company. The Company has continuedto engage with the existing RTA. The details of RTA isgiven below:
Integrated Registry Management ServicesPrivate Limited
No. 30, Ramana Residency, 4th Cross,
Sampige Road, Malleswaram,
Bengaluru - 560003Contact No.: 080-2346 0815-818E-mail ID: irg@integratedindia.inWebsite: www.integratedindia.inSEBI Reg. No: INR000000544
39. LOANS, GUARANTEES OR INVESTMENTS:
Your Company, being a HFC registered with the NHB andengaged in the business of providing loans in ordinarycourse of its business, is exempt from complying withthe provisions of Section 186 of the Companies Act, 2013,with respect to loans.
Accordingly, your Company is exempted from complyingwith the requirements to disclose in the financialstatement the full details of the loans given, investmentmade, guarantee given, or security provided.
40. MANAGEMENT DISCUSSION AND ANALYSISREPORT:
In terms of Regulation 34(2) of the SEBI ListingRegulations, the Management Discussion and AnalysisReport details are separately disclosed and forms partof this Annual Report.
41. BOARD EVALUATION:
The Nomination Remuneration and HR Policy of yourCompany empowers the Nomination Remunerationand HR Committee to formulate a process for effectiveevaluation of the performance of Individual Directors,Committees of the Board and the Board as a whole.
The Board of Directors formally assess their ownperformance based on parameters which, interalia,include performance of the Board on deciding long¬term strategies, rating the composition and mix ofBoard members, discharging of governance andfiduciary duties, handling critical and dissentingsuggestions, etc.
The parameters for performance evaluation of theDirectors include contributions made at the Boardmeeting, attendance, industry experience, businessoperations, domain knowledge, vision, strategy,engagement with senior management etc.
Pursuant to the provisions of the Companies Act, 2013and Regulation 17(10) of SEBI Listing Regulations,the Board of Directors has carried out an annualperformance evaluation of its own performance,that of its Committees and Individual Directors.The evaluation was conducted based on a structuredquestionnaire considering various criteria such ascomposition, strategic inputs, risk oversight, decision¬making quality and engagement.
The feedback was collected and reviewed by theIndependent Directors and shared with the Board. Theoutcome of the evaluation was discussed, and it wasnoted that the Board as a whole, its Committees andIndividual Directors continue to function effectivelyand contribute meaningfully to the Company'sgovernance and growth.
Based on the outcome of the performance evaluationexercise, areas for further development are identifiedfor the Board to engage itself with; and the samewould be acted upon. The details of the evaluationprocess are set out in the Corporate GovernanceReport, which forms a part of this Annual Report.
42. WHISTLE-BLOWER POLICY / VIGIL MECHANISM:
In accordance with the provisions of Section 177(9)of the Act and the rules made thereunder andRegulation 22 of the SEBI Listing Regulations, yourCompany has established Vigil mechanism andadopted a Whistleblower Policy under the surveillance
of the Audit committee. Your Company has adopted awork culture which ensures the highest standards ofprofessionalism, honesty, integrity, moral and ethicalbehaviour.
The Audit Committee shall oversee the Vigil Mechanismthrough the Committee and if any of the members ofthe Committee have a conflict of interest in a givencase, such member shall recuse themselves and theremaining members of the Committee shall deal withthe matter on hand.
The objective of the Framework is to establish aredressal forum, which addresses all concerns raisedon questionable practices and through which theDirectors and employees can raise actual or suspectedviolations.
Following are the details of the complaints received byyour Company during FY 2025-26:
Number ofcases
No. of complaints received during the
financial Year
No. of complaints disposed of during thefinancial Year
No. of cases pending at the end of thefinancial Year
During FY 2025-26, two complaints were receivedby the Chairman of the Audit Committee. Upondue evaluation, neither complaint was classified asa whistle blower complaint under the Company'sWhistle Blower Policy. Consequently, matters wereappropriately addressed and resolved as on March 31,2026.
The Whistle blower policy framed by your Companyis in compliance with requirement of the Act andavailable on the websitehttps://www.canfinhomes.com/Policies and Codes.
43. CORPORATE GOVERNANCE:
As required under the Companies Act, 2013,Regulation 34 read with Schedule V of the SEBI (LODR)Regulations, 2015 and Reserve Bank of India (HousingFinance Companies) Directions, 2025, the 'Report ofDirectors on corporate governance' for the year FY2025- 26 formed part of this Annual Report. The saidReport covers in detail the Corporate GovernancePhilosophy of the Company, Board Diversity,
Director's appointment and remuneration, declarationby Independent Directors, Board Evaluation,Familiarization Programme, Vigil Mechanism, etc.The Auditors' Certificate on Corporate Governance isprovided with this report.
As on Mar'26, your Company adhered to the InternalGuidelines on Corporate Governance adopted inaccordance with Reserve Bank of India (HousingFinance Companies) Directions, 2025 issued byReserve Bank of India read with Reserve Bank of India(Non-Banking Financial Companies - Governance)Directions, 2025, which inter-alia, defines and laysdown the Corporate Governance practices of theCompany towards its various stakeholders. The saidpolicy is available on the website of the Company.
44. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT (BRSR):
In terms of Regulations 34(2)(f) of the SEBI ListingRegulations, the top-1000 listed entities, basedon the market capitalization (calculated as on31st March of every financial year) shall submitbusiness responsibility and sustainability report for FY2025-26 describing the initiatives taken by these listedentities from an environmental, social and governanceperspective, in the format as specified by SEBI fromtime to time. Your Company being amongst top-1000listed entities, have included the BRSR report forFY 2025-26 and the same is provided as a part ofannual report as Annexure-5.
45. COMPANY'S POLICY RELATING TODIRECTORS' APPOINTMENT, PAYMENT OFREMUNERATION AND DISCHARGE OF THEIRDUTIES:
Your Company has adopted a policy relating toappointment of Directors, payment of managerialremuneration, Director's qualifications, positiveattributes, independence of Directors and otherrelated matters as provided under Section 178(3) of the Companies Act, 2013. The Nomination,Remuneration and HR Policy is uploaded on thewebsite of your Company and is accessible athttps://www.canfinhomes.com/Policies and Codes.
46. PARTICULARS OF EMPLOYEES:
In terms of Section 197 of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the disclosures with
respect to the remuneration of Directors, Key ManagerialPersonnel and employees of the Company have beenprovided in Annexure 6 to this Board's Report.
47. LISTING OF SECURITIES:
The equity shares of the Company continued to belisted on the BSE Limited (BSE), and the NationalStock Exchange of India Ltd. (NSE). The NCDs issuedon private placement are listed on NSE. Further, theCompany has listed its Commercial Papers (CPs) onBSE Limited.
48. SECRETARIAL STANDARDS:
Pursuant to Section 205 of the Companies Act, 2013,the Company complies with the applicable SecretarialStandards as mandated by the Institute of CompanySecretaries of India ('ICSI') to ensure compliance withapplicable provisions read together with the relevantcirculars issued by the MCA.
49. SAVE GREEN EFFORTS & RESPONSIBILITYTOWARDS SOCIETY:
The Company has always extended its supportto the save green efforts mooted by the Ministryof Corporate Affairs (MCA), Government of India.Minimizing paper usage by increasing data storagedigitally, dispatch of Certificates/ information by wayof mail to the customers, utilization of solar energy tolight the branches and for computer operations, arefew of our initiatives in this direction.
In the years, your Company continues to publish onlythe statutory disclosures in the print version of theAnnual Report. Electronic copies of the Annual Report,Annual General Meeting Notices and such othernotices are being sent by e-mail to all members whosee-mail addresses are registered with the Company/RTA / Depository participants (DP).
Further, in compliance with MCA circulars, theCompany had been sending Notices for the generalmeetings and postal ballot only through e-mailsto the addresses registered by the members withthe Company / RTA/ DP and the general meetingshave been conducted through VC / OAVM facilityand e-voting facilities had been provided for remotee-voting as well as voting during the general meetings.
Hard copies of the said documents were sent to onlythose members and holders of securities / personswho were eligible to receive the same and who hadrequested for the same as prescribed under provisionsof Companies Act and the SEBI LODR Regulations.
The Company has been discharging its CorporateSocial Responsibility diligently and has extendedits support towards green initiatives and details arecovered in Para 17 of this report.
50. OUTLOOK FOR FY2026-27:
The outlook for the upcoming fiscal year centerson a transition towards a high-yield, technologicallyadvanced, and nationally diversified housing financeorganization. The strategic roadmap is built upon thefollowing pillars:
Executing a strategic push across all the regions equallyto reduce heavy reliance on individual zone and tapinto high-growth urban corridors.
• Maintaining a core housing portfolio while steadilyexpanding into higher-yield segments such asMortgage Loans, other Non-Housing Loans, andAdvanced Processing Facility (APF), to ensure asteady pipeline of high-quality, vetted lendingopportunities.
• Increasing penetration in the Self-Employed Non¬Professional (SENP) category to capture superiormargins through specialized credit handling andenhanced monitoring.
^ Leveraging Core Banking Solution (CBS) to drivebusiness process re-engineering, leading tosignificant reductions in operating expenses andmanpower optimization.
^ Deployment of AI-powered chatbots, virtualassistants, and a centralized service desk toensure 24/7 omnichannel customer support viaWhatsApp and social media.
^ Utilizing Technology and AI for performancemarketing, digital Out-of-Home (OOH) presence,and strategic brand positioning to catalyse salesand publicity.
^ Prioritizing the concept of "Green House" byincentivizing solar lighting systems, energy-efficient appliances, and eco-friendly constructionmaterials/methods.
^ Aligning growth with environmental goals whileunlocking new funding opportunities in the greenfinance sector.
Capitalizing on the PMAY-U 2.0 and other Government-led affordable housing programs through theBeneficiary Led Construction (BLC) scheme. Theseinitiatives enable several underserved / low-incomefamilies to own permanent assets while simultaneouslydriving women's empowerment through mandatoryco-ownership.
51. AWARDS AND RECOGNITIONS:
Your Company was honored with the Best DigitalTransformation Initiative award in the HousingFinance segment at the 3rd Annual NBFC & FinTechExcellence Awards 2026, held on 26th February, 2026 inMumbai. Organized by Quantic India under the theme"The Digital First NBFC," this prestigious recognitioncelebrates the success of Project Tejas, our flagshipinitiative dedicated to building a modern, integrated,and scalable digital lending ecosystem.
52. OTHER DISCLOSURES:
During the year under review, your Company isavailing sub-Authentication User Agency (Sub-AUA)and sub-eKYC User Agency (Sub-KUA) under CanaraBank's AUA/KUA (Authentication User Agency & eKYCUser Agency) license for Aadhaar authentication ande-KYC services for Customer Identification.
53. ACKNOWLEDGEMENT:
The Directors would like to thank Canara Bank, thepromoter, for their continuous support. The Directorsexpress their sincere gratitude and appreciationtowards all those who have contributed to the success
of the Company during the past year. It is through thecollective effort and dedication of stakeholders thatwe have achieved our goals and milestones.
The Directors also express their sincere gratitude toRBI, NHB, SEBI, BSE Limited, National Stock Exchangeof India Limited, Ministry of Finance, Ministry ofCorporate Affairs, Registrar of Companies, InsuranceRegulatory and Development Authority of India, otherGovernment and regulatory authorities, lenders,financial institutions and the Company's bankers forthe ongoing support extended by them.
The Directors would also like to thank our esteemedcustomers and shareholders. As the directors reflect onthe accomplishments of the past year, they are deeplygrateful for your unwavering support and partnership.Your loyalty and trust have been the cornerstone ofour success, empowering us to overcome challengesand pursue new opportunities with confidence. TheDirectors recognize the importance of your continuedcommitment, and they remain steadfast in ourdedication to delivering value and excellence in allthat they do.
Lastly, the directors extend their deepest appreciationto the employees, whose hard work, commitment, andinnovative ideas have been instrumental in drivingthe growth and of your company. Their unwaveringdedication and professionalism have played asignificant role in overcoming challenges and seizingopportunities.
For and on behalf of the Board of Directors
Sd/-
Hardeep Singh Ahluwalia
Place : Bengaluru Chairman
Date: June 08, 2026 (DIN- 09690464)