The Board of Directors of Aadhar Housing Finance Limited('your Company' or 'the Company' or 'Aadhar Housing'or 'AHFL') are pleased to present the 36th (Thirty- Sixth)Annual Report and the Audited Financial Statements(Standalone and Consolidated) of your Company for thefinancial year ended March 31, 2026 ('financial yearunder review').
Your Company is a Housing Finance Companyregistered with National Housing Bank ('NHB') andregulated & controlled by Reserve Bank of India (' RBI')and supervised by NHB. Aadhar Housing is one ofthe largest low-income housing finance companiesin India servicing the home financing needs of thelow income sections of the society. Aadhar Housingendeavours to empower underserved millions to owntheir first homes. There has been no change in thenature of business and operations of the Companyduring the financial year under review.
Your Company is focused on low-income segment(ticket size less than 115 lakhs) with an Assets UnderManagement(AUM) of 130,571 crores and presenceacross 22 states and union territories with a branchnetwork of over 626 branches as at the end of thecurrent financial Year. With diversified exposureacross locations and no single state contributing tomore than 15% of AUM, there is low concentration riskdue to wide geographical presence. With the vision of'Home ownership for aspirational India', the Companyfacilitates financial inclusion by enabling wideraccess to housing finance, ethically and responsibly.Aadhar Housing's loan disbursement process issimple, transparent and speedy. With the missionof 'Delivering transparent and agile tech-enabledfinancial solutions to make quality home ownershippossible', the Company provides 100% secured retailadvances at moderate Loan-to-value ('LTV') ratiosof 60% using AI powered processes across variousfunctions. Majority of Company's mortgage portfoliosatisfies the Priority Sector Lending criteria prescribedby RBI/NHB and 55% of the Company's AUM comesfrom low-risk salaried customers.
The Gross Non-Performing Assets ('NPA') on AUM ofthe Company stood at 1.08% for the year ended March31, 2026. Although Company maintains high assetquality, the Provision Coverage Ratio on NPA Assetsis maintained at 35.68% as at the end of the currentfinancial year. The Company has strong liquidityposition with high liquid assets/cash & bank balancesof 11,425 crores as at March 31, 2026 in addition tounutilized Banks' sanction lines.
Particulars
March 31,2026
March 31,2025
AUM
30,571
25,531
Total Income
3687
3109
PAT
1095
912
Net Worth /
7,535
6,368
Total EquityCRAR
42.49%
44.61%
CRAR - Tier I
41.96%
44.07%
CapitalCRAR - Tier II
0.53%
0.54%
CapitalRetail NPA
1.0ss8%
1.05%
(on retail AUM)ROE %
15.8%
16.9%
During the financial year under review, a change inshareholding and control of the Company occurred,triggering the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers)Regulations, 2011 ('SEBI SAST Regulations'). BCPAsia II Holdco VII Pte. Ltd. ('Acquirer') acquired28,20,52,121 equity shares at 1425 per Equity share,representing 64.14% of the Expanded Voting ShareCapital, from the erstwhile promoter, BCP Topco VIIPte. Ltd., pursuant to a Share Purchase Agreementdated July 25, 2025. Consequent to this acquisition('Blackstone Acquisition'), a mandatory open offerwas made to public shareholders, pursuant to which7,36,706 equity shares were tendered and settled incash on February 18, 2026 for Offer Price of 1469.97and applicable interest of 12.71 per Equity Share.
On February 25, 2026, pursuant to the terms of SPA,BCP Asia II Holdco VII Pte. Ltd. acquired 28,20,52,121equity shares from BCP Topco VII Pte. Ltd.
On February 26, 2026, AXDI LDII SPV 1 LTD, who is apublic shareholder, acquired remaining 4,41,39,236equity shares held by BCP Topco VII Pte. Ltd. at 1425per equity share pursuant to the share purchaseagreement dated July 29, 2025 ('AXDI Acquisition').
Pursuant to the above acquisitions, the erstwhilepromoter and promoter group ceased to be promotersand ceased to have control over the Company, andBCP Asia II Holdco VII Pte. Ltd was classified asthe Promoter of the Company with effect fromFebruary 26, 2026. The erstwhile promoterwas reclassified as a public shareholderunder Regulation 31A of the Securities andExchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015('SEBI LODR Regulations').
As on March 31, 2026, BCP Asia II Holdco VII Pte.Ltd. held 64.90% of the equity share capital ofthe Company.
Your Company in collaboration with the InternationalFinance Corporation ('IFC'), a member of the WorldBank Organization, is actively working towardsdeveloping a Green Affordable Housing valueproposition within the self-construction segment.This initiative aims to establish a structured roadmapfor scaling the proposition across the marketthrough awareness, product, marketing, certificationand subsidy.
A green home is designed to optimize resourceefficiency by reducing electricity, water consumption,and overall operational costs. Such homes can helpachieve savings of at least 20% on utility expenses,while also ensuring a healthier indoor environmentand minimizing environmental impact.
• A total of 500 homes have been certified under thegreen building initiative in FY 2025-2026.
• Rajasthan & Karnataka lead significantly with 350 certified homes, showcasing strong adoption ofgreen building practices in the regions.
This initiative continues to support our ESG(Environmental, Social, Governance) goals andenhances the long-term sustainability of ourlending portfolio.
In accordance with the applicable provisions of theRBI Master Directions and SEBI LODR Regulations, adetailed analysis of the Company's performance isdiscussed in the Management Discussion and AnalysisReport, which forms part of this Annual Report.
• The Members at the Annual General Meeting of theCompany held on July 29, 2025, considered andapproved the appointment of Mr. Raj Vikash Verma(DIN: 03546341) as an Independent Director,for a period of five years w.e.f. May 06, 2025to May 5, 2030.
• The term of Mr. O. P. Bhatt, Independent Directorand Non- Executive Chairman of the Company(DIN: 00548091) expired w.e.f close of business
hours on September 12, 2025. The Board places onrecord its appreciation for the invaluable guidancereceived from Mr. Bhatt during his tenure asIndependent Director and Non- Executive Chairmanof the Company.
• Mr. Raj Vikash Verma (DIN: 03546341)Independent Director, was appointed as theNon-Executive Chairperson of the Companyw.e.f. September 13, 2025.
• Pursuant to Section 152 of the Companies Act,2013 ('Act'), Mr. Mukesh Mehta (DIN: 08319159),Non-Executive (Nominee) Director retires from theBoard by rotation and being eligible, offers himselffor re-appointment at the ensuing 36th AnnualGeneral Meeting of the Company.
• The Nomination and Remuneration Committeeof the Company and the Board of Directors haverecommended the re-appointment of Mr. MukeshMehta. A detailed profile of the Director seekingre-appointment is provided in the Notice of the36th Annual General Meeting of the Company.
During the financial year under review, there were
no changes in the Key Managerial Personnel of
the Company.
Your Company's capital structure as at
March 31, 2026 is given in the below table:
Share Capital
Amountin 1 crores
Authorized Share Capital
500.00
(50,00,00,000 Equity Shares
of 110 each)
Issued, Subscribed and Paid-up
435.70
Share Capital (43,57,03,710
Equity Shares of 110 each)
During the financial year under review, the Companyunderwent a significant change in its capital structurein terms of ownership and voting rights, consequentto certain acquisitions undertaken in compliancewith the SEBI SAST Regulations. While there was nomaterial change in the authorized, issued, subscribedor paid-up equity share capital of the Company, theaforesaid transactions resulted in a material changein the shareholding pattern, promoter holding andcontrol of the Company.
Total Shareholding of
Total Shares acquiredby BCP Asia II Holdco^ VII Pte. Ltd. (Acquirer)pursuant to sharepurchase agreementdated July 25, 2025[classified to 'promoter
category']
BCP Topco VII Pte. Ltd(erstwhile promoter)
[A] 28,20,52,121
[A B=C] 32,61,91,357
Remaining shares wereacquired by AXDI LDIISPV 1 LTD pursuantto the share purchaseagreement dated July^ 29, 2025 [classified to'public category']
[B] 4,41,39,236
Thereby the erstwhile promoter and promoter groupof the Company have ceased to be in control of theCompany and stand re-classified from 'Promoter/Promoter Group' category to 'public' category witheffect from February 26, 2026.
Pursuant to open offer by the acquirer total of7,36,706 shares were tendered by the shareholdersconstituting 0.65% of open offer issue and 0.17%of total voting share capital of the Company.The Settlement for open offer was completed onFebruary 18, 2026 and all subscribing shareholderswere duly paid against the shares tendered by themin open offer. Accordingly, as on February 26, 2026,BCP Asia II Holdco VII Pte Ltd. held 65.07% EquityShares of the Company.
The eligible employees exercised their stock optionsresulting in allotment of 43,19,251 equity shares ofthe Company during the year. As a result, the paid-up Equity Share capital of the Company standsincreased from 14,31,38,44,590 as on March 31, 2025to 14,35,70,37,100 as on March 31, 2026.
As a result of the above transactions, the promotershareholding reduced from 75.61% as on March 31,2025 to 64.90% as on March 31, 2026.
During the financial year ended March 31, 2026,the Members of the Company approved the AadharHousing Finance Limited-Employee Stock OptionPlan 2025 ('ESOP Plan 2025') on November 16,2025 through special resolutions passed by way ofpostal ballot.
Strong Parentage of the BCP Asia II HoldcoVII Pte. Ltd. (A Blackstone Group entity)
The Company enjoys strong parentage of ourPromoter Company and benefits from the resources,relationships and expertise of Blackstone, one of theworld's leading investment firms. Blackstone's assetmanagement businesses include investment vehiclesfocused on real estate, private equity, public debt andequity, growth equity, opportunistic, non-investmentgrade credit, real assets and secondary funds, allon a global basis. Through its different businesses,Blackstone had total assets under management ofover USD 1.3 trillion as of March 31, 2026. Currently,the Board of Directors of the Company has 3 Nomineedirectors from the Promoter.
The shareholding pattern of the Company at the endof the financial year is as mentioned below :-
List of Shareholders & percentage of holdingas on March 31, 2026
Sr.
No.
Category ofShareholders
No. of EquityShares held
Percentage ofshareholding
1
Promoter &
28,27,88,827
64.90%
Promoter
Group
2
Public
15,29,14,883*
35.10%
Total
43,57,03,710
100.00%
*Includes 26,100 bonus shares kept in abeyance in theUnclaimed Suspense Account of the Company pertaining toshareholders who are holding shares in physical form andhave not yet provided their demat account details.
The Company uploads the shareholding pattern as atthe end of each quarter on the websites of the StockExchanges as required under regulation 31 of the SEBILODR Regulations.
Your Company takes pleasure in presenting thestandalone and consolidated reports on theoperational and business performance, along withthe audited financial statements for the financial yearended March 31, 2026.
Financial summary and highlights of the Company are given as following :
Standalone
Consolidated
FY 2025-26
FY 2024-25
Total Income from Operations
3686.54
3108.62
3686.88
3108.91
Less:
Total Expenditures
2280.80
1934.81
2280.97
1935.65
Profit before Tax and Exceptional item
1421.66
1173.81
1421.83
1173.26
Exceptional item
15.92
-
Profit before tax
1405.74
1405.91
Provision for Taxes
310.25
261.70
310.03
261.43
Profit after Taxes
1095.49
912.11
1095.88
911.83
Appropriations:
Transfer to Special Reserve under NHB Act
219.10
182.43
Transfer to General Reserve
0.00
Transfer to Debenture redemption reserve
Retained Profits
876.39
729.68
876.78
729.40
Balance at the beginning of the year
2380.04
1650.36
2381.44
1652.04
Balance at the end of the year
3256.43
3258.22
Earnings per share- Basic
25.31
21.44
21.43
Earnings per share- Diluted
24.76
20.85
24.77
Note: Consolidated financials include financials of wholly owned subsidiary Aadhar Sales and Services Private Limited.
Your Company provides for NPAs using the ExpectedCredit Loss Model prescribed under Ind AS 109. Theprovision under the Expected Credit Loss Model ishigher than the Income Recognition and PrudentialNorms by 1116.32 crores. The key highlights of theprovisioning are given below -
a) GNPA:
As at March31, 2026
As at March31, 2025
GNPA on
1.08%
AUM (%)
GNPA on Own
1.10%
Book (%)
b) Your Company's gross loan assets are 125,129.86crores as at March 31, 2026 (120,727.13 croresas at March 31, 2025). Your Company is carryingan impairment allowance of 1290.27 croresas at March 31, 2026 (1243.03 crores as atMarch 31, 2025). The ECL provision coverageratio on Stage 3 (NPA Assets) is 35.68% as atMarch 31, 2026 (34.46% as at March 31, 2025).
c) Based on the current information available, theCompany has estimated various scenario analysisand applied management overlays based on thepolicy approved by the Board, while arriving atthe provision for impairment of financial assetswhich the Management believes is adequate.As at March 31, 2026, your Company is carrying amanagement overlay provision of 157.34 crores.
The key financial ratios of the Company aregiven below-
Earning per share(EPS) (in 1)
Capital to Risk AssetRatio (CRAR)
Net Debt Equity Ratio(DE Ratio)
2.40
2.31
Net Owned Fund
6819.97
5789.83
(NOF) (in 1)
crore
Your Company's Resource Planning Policy has beenapproved by the Board. The shareholders at the35th Annual General Meeting held on July 29, 2025passed a special resolution under Sections 42, 71,180(1)(c) read with 180(1)(a) of the Act and rulesmade thereunder approving the borrowing limit andauthorizing the Board of Directors / ManagementCommittee to raise or borrow any sum or sums ofmoney (including non-fund based facilities) by wayof loan(s) in rupee currency and/or foreign currencyfrom various borrowing sources up to an amount of130,000 crores (Rupees thirty thousand crores) or upto 12 times of Net Owned Fund (NOF) of the Companywhichever is lower, as per provisions of Reserve Bankof India (Housing Finance Company) Directions,2025 (' RBI Master Directions') and other applicableDirections/ Notification/ Circulars/Guidelines issuedby RBI/ NHB.
As at March 31, 2026, your Company's borrowingsprimarily comprised of 51% from banks, 22% fromNational Housing Bank, 19% from Non-ConvertibleDebentures ('NCD'), 5% from External CommercialBorrowings ('ECB'), 3% from Domestic DFIs. There hasbeen no deviation in the utilisation of issue proceedsof secured redeemable NCDs from the objects asstated in the private placement memorandum.
Over the years, your Company has been takingsteps to change it's funding mix by diversifying intocapital market instruments, ECBs and other avenuesdepending upon the opportunities available in themarket. It will continue with this strategy to diversifyand reduce the reliance on Bank borrowings.
The Company's strategy to enter into partnershipswith financial institutions that are keen on good-quality assets for assignment /co-lending of long-tenor receivables, has helped in maintaining abalanced ALM position.
As at March 31, 2026, your Company had relationshipswith 24 banks. Your Company continued to leverageon its long term relationships with these banksand raised additional term loans to the extent of13,765 crores during the year at competitive rates.Total outstanding borrowing from banks as atMarch 31, 2026 aggregated to 19,542 crores.
The NHB Refinance department has sanctionedRefinance facility to the Company under variousschemes for a term ranging from 7 years to 10 yearsrepayment tenure.
During the year, your Company has availedrefinance facility of 11,304 crores from NHB. As at
March 31, 2026 the outstanding balance on NHBRefinance amounts to 14,090 crores.
During the FY 2025-2026, your Company has availedterm loans amounting to 1500 crores from domesticDFIs to diversify the further funding mix whichremained outstanding as at March 31, 2026.
During the FY 2025-2026, your Company has availedECB of USD 50 million. Total outstanding ECBs asat March 31, 2026 was USD 100 million equivalentto 1944 crores. Your Company has fully hedged thecurrency and interest rate risk on these ECBs for theentire tenure.
As at March 31, 2026, your Company's outstandingSecured NCDs issued under Initial Public Offer stoodat 2,12,353 aggregating to 121.23 crores at facevalue, held by 1,171 NCD holders. Your Company hasduly paid the principal/interest amounts on due datesfor the NCDs public issue and has timely intimatedBSE Ltd. and Debenture Trustees.
During the financial year under review, your Companyraised 1400 crores by way of issue of 40,000 Senior,Secured, Rated, Redeemable, Non-ConvertibleDebentures on private placement basis, as per theapplicable provisions of relevant circulars issued bySecurities and Exchange Board of India. The Companyhas completed the allotment process within theprescribed time-limit.
As at March 31, 2026, your Company's outstandingsecured NCDs under private placement were13,405.45 crores at face value. Further, your Companyhas made timely payment of interest and principalamount on the respective due dates for NCDs issuedby the Company and there has been no defaultin payment.
The SEBI vide its Master circular no. SEBI/HO/DDHS/DDHS -PoD/P/CIR/2025/0000000137 issued onOctober 15, 2025 has mandated Large Corporates('LCs') to raise a minimum 25% of their incrementalborrowings in a financial year through issuance of debtsecurities which were to be met over a contiguousblock of three years. The necessary disclosures forthe listed NCDs as per above referred circular hasbeen disclosed to BSE Ltd.
As at March 31, 2026, your Company's outstandingunsecured subordinated debts were 160 crores atface value. The debt is subordinated to present andfuture senior debt of your Company. Your Companyhas duly paid the interest amount due on the aforesaidNCDs on time and reported the same to BSE Ltd. andthe Debenture Trustees without any delay/default.
During the financial year under review, the Companyhas issued Commercial Paper of 1 500 crores, out ofwhich 1 300 crores was duly paid on the due date andcommercial papers of 1 200 crores were outstandingas on March 31, 2026.
Majority of the Company's loan book portfolio qualifiesunder the Priority Sector Lending (PSL) mortgage loanportfolio, as per the notification issued by RBI fromtime to time. During the financial year under review,
the Company has assigned receivables of its mortgageloan assets aggregating to 11,580 crores, beinginvestors' share. Total assigned pool outstanding asat March 31, 2026 was 15,005.85 crores.
Further, during the year the Company has assignedreceivables of its mortgage loan assets under theCo-lending arrangement aggregating to 1155 crores,being investors' share. Total co-lent receivablesoutstanding as at March 31, 2026 was 1 638.97 crores.
The security details of the aforesaid securedborrowings made by the Company are mentioned atNote No. 16 and 17 in the Notes to accounts formingpart of the audited financial statements for the yearended March 31, 2026.
The Company has not provided any gold loans or doesnot provide loans against the security of gold or otherprecious metals or ornaments during the financial year2025-26.
During the FY 2025-2026, Credit Rating of your Company was upgraded to AA (Stable) from AA (Stable) by CareRatings Limited. ICRA Limited (ICRA) and India Ratings have changed the outlook to AA (positive) from AA (stable).
The Credit ratings for various Borrowings/FD of the Company are given herein below:
Name of the Rating Agency
Rated Facility
Rating as onMarch 31, 2026
Rating as onMarch 31, 2025
CARE
Long Term Bank Facilities
CARE AA (stable)
Non-Convertible Debentures
Subordinated Debt
Fixed Deposits
BRICK WORKS
Withdrawn
BWR AA (stable)
ICRA
ICRA AA (positive)
ICRA AA (stable)
Commercial Paper
ICRA A1
INDIA RATINGS
IND AA (positive)
IND AA (stable)
As per Investment Policy of the Company, the Executive Committee is responsible for approving investments in linewith the policy and limits as set out by the Board. The Investment Policy is reviewed and revised in line with themarket conditions and business requirements from time to time. The decision to buy and sell up to the approvedlimit is delegated by the Board to the Investment Executive Committee consisting of Company's senior executives.The investment function is carried out primarily to support the core business of housing finance to ensure adequatelevels of liquidity
Your Company maintains sufficient liquidity for its business needs, repayment obligations, LCR requirements andalso to meet any contingencies. As at March 31, 2026, your Company had liquidity buffers of 11,425 crores in highlyliquid assets. The surplus funds are primarily parked in schemes of highly liquid mutual funds, short-term depositswith banks and government securities. During the financial year 2025-26, your Company has earned 115.97 croresby way of income from mutual funds and 1103.35 crores by way of interest on deposits placed with banks andfrom bonds.
The Asset Liability Management Committee laysdown policies and quantitative prudential limits tomanage various types of risks associated with thebusiness model of the Company within the regulatoryframework. The Company has duly implemented theRBI's Asset Liability Management ('ALM') Guidelinesapplicable to Housing Finance Companies.
The Board of Directors of the Company has approvedthe ALM policy and reviews the same from time totime. The ALCO Committee ensures that the liquidityand interest rate risk are within the regulatory limits.As at March 31, 2026, your Company had a strongasset liability position with positive gaps across allthe buckets.
The sustainability and success of any financialinstitution are closely linked to its ability to effectivelyidentify, assess and manage risks. Aadhar Housingrecognises risk management as a core elementof prudent business operations and has thereforeestablished an enterprise-wide risk managementframework. A robust risk management approachenables informed decision-making within defined riskappetite levels, supporting both risk mitigation andvalue creation.
Risk management at Aadhar Housing encompassesa well-defined culture, structured processes,and governance mechanisms aimed at optimisingopportunities while managing potential adverseimpacts. The Company follows a proactive,systematic and disciplined approach by continuouslydesigning and implementing a comprehensive riskmanagement programme.
The risk management framework is embedded acrossall levels of the organisation and across functionalareas. Clear roles and responsibilities have beendelineated among the Board of Directors, AuditCommittee and Risk Management Committee. TheChief Risk Officer (CRO) oversees enterprise riskmanagement and is responsible for the identification,assessment, monitoring and reporting of key risksto senior management, the Risk ManagementCommittee and the Board.
Aadhar Housing has established a Board-approvedRisk Appetite Framework that outlines the variousrisks faced by the organisation and defines acceptablerisk thresholds. This framework fosters a clearunderstanding of the organisation's risk tolerance andguides strategic and operational decision-making. It isperiodically reviewed and updated to reflect changes
in the internal and external environment, ensuringcontinued relevance and effectiveness in assessingand managing emerging risks.
Aadhar Housing has put in place a comprehensive riskmanagement framework, supported by well-definedpolicies and processes. This includes an overarchingRisk Management Policy, an Internal Capital AdequacyAssessment Process (ICAAP) policy and a structuredEarly Warning Signal (EWS) framework, all aligned withapplicable RBI guidelines. During the financial yearunder review, the Risk Management Policy has beenreviewed by the Board of Directors at their meetingheld on July 25, 2025.
The framework is designed to proactively identify,assess and monitor key risks that could impact theCompany's operations and financial strength. Theserisks include credit risk, asset-liability managementrisk, concentration risk, interest rate risk, reputationalrisk, cybersecurity risk, fraud risk, business andexposure risks, competitive pressures and regulatoryrisks. Continuous oversight of these risk areas iscritical to maintain the Company's stability, solvencyand long-term resilience.
The Company places significant emphasis on earlyand effective risk identification as a cornerstone ofits risk management framework. Risk mitigation issupported by the following key elements:
• Robust Risk Governance Framework: Clearlyarticulated roles and accountabilities across theBoard, its Committees and management to ensurestrong oversight, ownership, and governance ofrisk matters.
• Structured Risk Identification and Evaluation: Risksare systematically identified and assessed throughstructured processes covering internal and externalfactors, including emerging risks. This is supportedby tools such as scenario analysis, stress testingand regular risk reviews.
• Ongoing Risk Monitoring and Reporting: Keyrisk indicators and exposures are continuouslymonitored, with periodic reporting to the RiskManagement Committee and the Board to facilitatetimely and well-informed decision-making.
• Risk Mitigation and Control Framework: TheCompany has established appropriate risk limits,delegation of authority frameworks, internal controlmechanisms and contingency plans aimed atminimising potential adverse impacts.
• Alignment with Strategic Objectives: Riskconsiderations are integrated into strategicplanning, business decision-making andoperational execution, ensuring alignment betweenrisk appetite and growth objectives.
During the financial year, the Risk ManagementCommittee periodically reviewed the key risksimpacting the Company's operations, conductedroot-cause analyses where necessary andevaluated the effectiveness of mitigation measuresimplemented to address such risks.
The Company has established an independentInternal Audit function led by Head - Internal Auditand supported by team of qualified charteredaccountants, experienced internal auditors andfunctional experts. The function operates under aRisk-Based Internal Audit framework, which is alignedwith the company's risk management approach andregulatory expectations applicable to NBFCs.
The Risk Based Internal Audit Policy and Risk BasedInternal Audit Plan are approved annually by AuditCommittee. All the significant findings of internal auditand action taken status are discussed in the AuditCommittee of the Board. Head of Internal Audit alsomeets the Members of the Audit Committee withoutthe presence of management on quarterly basis.
Periodic branch audits, continuous concurrentaudits and risk-based process audits, informationsystems and information security audits are part ofinternal audit annual plan. The internal audit functionprovides independent assurance on adequacy andeffectiveness of internal controls, governance,process and risk management framework acrossthe organization.
As per the provisions of the Act and in compliance withRegulation 25(10) of the SEBI LODR Regulations, theCompany has taken a D&O Liability Insurance policy onbehalf of all Directors including Independent Directorsand officers of the Company for such quantum and forsuch risks as determined by the Board.
Pursuant to the instructions issued by NHB as acondition for approval of the change in control &management of the Company, the Company hasstopped accepting any fresh or renewal of depositsfrom public from May 2019. Your Company's FDprogramme is rated, CARE AA (stable) by CARERatings Ltd. As on March 31, 2026, your Company'soutstanding FDs including accrued interest (excludingunclaimed matured deposit) are 10.46 crores. TheCompany is regular in payment of interest andmaturity amount dues to depositors without any delayor default. The Company has maintained SLR securitydeposits with Government Bonds/Fixed Deposits foramount more than the stipulated requirements by the
Regulators for repayment of these deposits as andwhen required by the depositors.
As per Para 58 of the RBI (Non-Banking FinancialCompanies - Acceptance of Public Deposits)Directions, 2025 the details of Company's unclaimedmatured public deposit accounts of depositors,after the date on which the deposit became duefor repayment and the total amount due under suchunclaimed/ unpaid accounts as on March 31, 2026 arementioned below :
a. Total 52 nos. of accounts of fixed deposits of theCompany which have not been claimed by thedepositors after the date on which the depositbecame due for repayment.
b. Total amount of 111,80,697 is due, under suchaccounts remaining unclaimed or unpaid beyondthe date referred to in clause (a) as aforesaid.
For the unclaimed deposits as mentioned above, theCompany has taken the following actions:-
i) The Company continuously contacts the FDholders through SMS/ call/ postal letters toobtain the depositors' instructions so as toensure repayment of the unclaimed deposits.
ii) The Company also contacted the depositors ornominee or sourcing agent through our localbranches, requesting them to complete theformalities for receiving the maturity paymentsof FDs.
During the financial year under review, your Companytransferred unclaimed Interim dividend of 194,844/-for the financial year 2017-18 and interest of 179 onmatured debentures which remains unclaimed forthe financial year 2018-19 to the Investor Educationand Protection Fund ('IEPF'), established by theCentral Government on September 16, 2025 and onJanuary 21, 2026 respectively. During the financialyear under review, no shares were transferred by theCompany to IEPF. Your Company has duly compliedwith all applicable provisions of Act and the InvestorEducation and Protection Fund Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules')regarding Unclaimed/ Unpaid Dividend and Interest.
The Ministry of Housing and Urban Affairs (MoHUA),Government of India is implementing the InterestSubsidy scheme 'ISS' under Pradhan Mantri AwasYojana - Urban 2.0 (PMAY-U 2.0) to support theeligible beneficiaries by providing the interest subsidyon Home Loans and to address the housing needsof the economically Weaker Sections (EWS)/Low
Income Group (LIG)/and Middle Income Groups (MIG)segments in Urban areas.
The ISS envisages the provision of interest subsidyon home loan to enable EWS/LIG/MIG borrower/beneficiary to buy or construct the house.
This PMAY scheme was implemented through4 verticals:-
i) Beneficiary lead construction (BLC)
ii) Affordable Housing in partnership (AHP)
iii) Affordable Rental Housing (ARH)
iv) Interest Subsidy Scheme (ISS)
Aadhar Housing has also executed MOU for availingbenefits under various Schemes of PMAY 2.0 ISS withNational Housing Bank on November 5, 2024. TheCompany has submitted the claim for subsidy to NHBfrom time to time under the PMAY scheme.
(i) Total PMAY claim received in PMAY 2.0 ISS tillMarch 31, 2026 is for 12,466 loan accounts(EWS/LIG - 10,996 Loan accounts & MIG - 1,470Loan Accounts)
(ii) Till March 31, 2026, 140.50 crores subsidy hasbeen released to customers covered under PMAY2.0 ISS (EWS/LIG customers - 135.49 crores &MIG customers - 15.00 crores)
The RBI has continuously endeavoured to optimiseits regulatory framework. The RBI/ NHB has issuedseveral Directions/ Regulations/ Guidelines/ Advisoriesthroughout the year and your Company is adhering tothe same during the year as per applicability. YourCompany is having a valid NHB License for carryingon business of Housing Finance Company.
During the year RBI has consolidated the variousDirections as applicable to our Company. The RBI/NHB Directions/ Regulations/ Guidelines/ Advisoriesare placed before the Board of Directors at regularintervals with Compliance update on the same. TheCompany has implemented and formulated policiesand procedures as applicable.
While the RBI serves as the principal regulator for theCompany, supervisory oversight continues to restwith the NHB. Various inspection observations ofNHB were satisfactorily complied and resolved andreported to the Board.
During the year, Mr. Pratik Rajendra Jariwala wasappointed as the Chief Compliance Officer with effectfrom 15th August, 2025, following the retirement ofMr. Sreekanth V. N., who stepped down from theposition on 14th August, 2025. The appointmentwas made in accordance with the requirementsspecified under RBI Circular No. DOS.CO.PPG/SEC.01/11.01.005/2022-23 dated 11th April, 2022.TheChief Compliance Officer also meets the Membersof the Audit Committee without the presence ofmanagement on quarterly basis.
To further strengthen the Company's complianceframework the Company has implemented compliancemanagement tool. This system facilitates timelytracking, reporting, and escalation of compliancerequirements, thereby strengthening Company'scommitment towards regulatory governance.
There have been no delays in filing the necessarydisclosures, returns and necessary forms with respectto Foreign Direct Investment for the financial yearunder review. There were no fines/penalties leviedby the RBI during the year 2025-26. All the Directorsmeet the fit and proper criteria stipulated under theRBI Master Direction, as amended from time to time.
As per the Master Circular- Returns to be submitted byHousing Finance Companies (HFCs), the Company hasduly complied and submitted all the required monthly/quarterly/ half yearly/yearly NHB reports/ returns,intimation of opening/ closing (shifting/relocation/merger) of branches/offices within prescribed time¬limit during the FY 2025-26.
The Company being a financial institution is alsoregistered for taking SARFAESI Action underSecuritisation and Reconstruction of Financial Assetsand Enforcement of Security Interest Act, 2002("SARFAESI Act") and the same has been notifiedby NHB.
As per the Reserve Bank of India (Housing FinanceCompanies) Directions, 2025, the Company is requiredto maintain a minimum capital adequacy of 15% on astandalone basis. The Capital Adequacy Ratio (CAR) ofyour Company was at 42.49% as on March 31, 2026, ascompared to the regulatory requirement of 15%. Thefollowing table sets out Company's Capital AdequacyRatios as at the end of last 3 financials years:
As on March 31
2026
2025
2024
Capital AdequacyRatio (CRAR)
38.46%
CRAR - Tier I Capital
37.74%
CRAR - Tier IICapital
0.72%
In addition, the National Housing Bank Act, 1987 alsorequires that your Company transfers minimum 20%of its annual profits to a Special Reserve fund, whichthe Company has duly complied.
21. Principal Business Criteria forHFCs
RBI vide its circular number RBI/DoR/2025-26/365DoR.FIN.REC.284/03-10-119/2025-26 datedNovember 28, 2025 defined the principal businesscriteria for HFC's as follows:
a. It is an NBFC whose financial assets, in thebusiness of providing finance for housing,constitute at least 60% of its total assets (nettedoff by intangible assets).
b. Out of the total assets (netted off by intangibleassets), not less than 50% should be by way ofhousing financing for individuals.
The Company has complied and is meeting theaforesaid principal business criteria for HFCas detailed below :.
As onMarch 31, 2026(K In Crores)
Total Assets
27,389.90
Add: Expected Credit Loss
290.27
Less : Intangible assets
(2.32)
Net total assets
27,677.85
Housing Finance
18,107.09
Housing Finance for
Individuals
Percentage of housing finance
65.42%
to total assets (netted off
intangible assets)
Percentage of individual
housing finance to total assets
(netted off intangible assets)
100%
housing finance to housing
finance
22. Insurance Regulatory and
Development Authority of India(IRDAI):
The Company is registered with IRDAI asCorporate Agent - Composite, bearing registrationnumber CA0012 with validity till March 31, 2028.The Company has executed Corporate Agencyagreement with the insurers : Pramerica LifeInsurance Limited, Go Digit General InsuranceLimited and Bajaj General Insurance Limited.
During the FY 2025-2026, the Company hascomplied with Insurance Regulatory and DevelopmentAuthority of India (Registration of Corporate Agents)Regulations, 2015 and all other relevant regulations
/ circulars and guidelines issued by IRDAI. Also theCompany has, duly filed/ submitted various returns,reports and intimations within the prescribed time¬limit. No penalties/fine were levied by the IRDAI duringthe FY 2025-2026.
23. Trade Marks Registration for theCompany:
Aadhar Housing owns a combination of trademarksto establish and protect our brands, logos andmarketing designs. The Company has 14 trademarksregistered with the Registrar of Trademarks under theTrade Marks Act, 1999.
24. Fair Practice Code, KYC norms,
Anti Money Laundering standardsand Policy for prevention,prohibition and Redressal of SexualHarassment:
The Fair Practice Code, KYC Norms and Anti MoneyLaundering (AML) Standards as per the guidelinesissued by the NHB/RBI from time to time are invariablyadhered to and duly complied by the Company. TheCompany has put in place Board approved robust KnowYour Customer (KYC) & Anti Money Laundering (AML)Measures Policy ('KYC & AML Policy') for complianceby the branches and the same is reviewed by theBoard periodically. The Internal Auditors conductedthe audits of the branches to ensure adherence ofthese AML standards during the financial year underreview. The quarterly reporting under KYC & AMLpolicy has been submitted to NHB within the duedates for intimation.
The Company has zero tolerance for sexualharassment at workplace and has adopted a Policyon prevention, prohibition and redressal of sexualharassment at workplace in line with the provisionsof the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 andthe Rules thereunder ('the POSH Act') for prevention,prohibition and redressal of complaints of sexualharassment at workplace. The Company has alsoconstituted an Internal Committee (IC) in compliancewith Section 4 of the POSH Act.
During the financial year under review, the Companyhas complied with provisions relating to theconstitution of Internal Complaints Committee underthe Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
Details of complaints under POSH Act are as under:
a) Number of complaints at the beginning of thefinancial year: 01
b) Number of complaints filed during the financialyear: 03
c) Number of complaints disposed of during thefinancial year: 04
d) Number of complaints pending as at end of thefinancial year: Nil
The Company's internal control system is designedto ensure operational efficiency, protection andconservation of resources, accuracy and promptnessin financial reporting and compliance with laws andregulations. The internal control system is supportedby an Internal Audit function which is responsiblefor independently evaluating the adequacy andeffectiveness of all internal controls, risk management,governance, processes and compliance mechanismsacross the organization.
While conducting audit, the Internal Audit functionalso ascertains the extent of adherence to regulatoryguidelines, legal requirements, internal policiesand standard operating procedures and providestimely feedback to the management for correctiveand preventive action. Internal Audit reports arediscussed with the management and all significantinternal audit findings and action taken thereon areperiodically placed before the Audit Committee forreview and guidance. Audit Committee evaluates theperformance of the internal audit function and reviewsthe adequacy and effectiveness of the internal controlsystems, risk management processes and compliancewith regulatory guidelines.
Aadhar Housing has launched the Web-basedConcurrent Audit Portal (AHFL Audit Application),developed with support from the in-house IT team.This platform enables auditors to raise observationsand monitor actionable items seamlessly within thesystem building transparency and accountability.
The portal serves as a centralized repository forcapturing and preserving audit observations.Additionally, it facilitates end-to-end tracking ofobservations and helps capture auditee responsesalong with corrective actions and closure status,replacing the manual tracking of the same in excelsand emails.
The Joint Statutory Auditor's Report does not containany qualifications, reservations, adverse remarksor disclaimer. The Joint Statutory Auditors have notreported any incident of fraud to the Audit Committeeor the Board of Directors under Section 143(12) of theAct during the financial year under review.
M/s S. R. Batliboi & Associates LLP, CharteredAccountants continues to be the joint statutory auditorof the Company. The tenure of M/s. Kirtane & PanditLLP, Chartered Accountants as joint statutory auditorsis completing at the ensuing Annual General Meeting.
The Audit Committee and the Board at their meetingsheld on March 26, 2026 and May 5, 2026 respectivelyhave recommended the appointment of M/s. N.M. Raiji& Co, (Firm Registration No 108296W), CharteredAccountants as Joint Statutory Auditors to holdoffice for a period of three consecutive years i.e.from FY 2026-2027 till the conclusion of AnnualGeneral Meeting to be held for FY 2028-2029 for theapproval of the Members. Details of their appointmentforms part of the Notice of the 36th Annual GeneralMeeting. M/s. N.M. Raiji & Co, holds a valid peerreview certificate.
At the 35th Annual General Meeting held onJuly 29, 2025, M/s Aashish K. Bhatt & Associates,Company Secretaries, Mumbai, (Membership Number- ACS 19639 and Certificate of Practice Number-7023) have been appointed as Secretarial Auditor ofthe Company for a term of 5 (Five) consecutive yearscommencing from FY 2025-2026 till FY 2029-2030,pursuant to Regulation 24A and other applicableprovisions of the SEBI LODR Regulations and section204(1) of the Act. The Secretarial audit report inForm MR- 3 for financial year 2025-26 is attached asAnnexure 1 to the Board's report.
There are no qualifications or adverse remarksin the Secretarial Audit Report for the financialyear 2025-26.
A copy of the Annual Secretarial Compliance Reportfor the financial year 25-26, signed by the secretarialauditor is available on the website of the stockexchanges and uploaded on the website of theCompany at https://aadharhousing.com/investor-relations/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdfannual-secretarial-compliance-report.
The provisions mandating maintenance of CostRecords and conducting Cost Audit as prescribedunder Section 148 of the Act are not applicable tothe Company.
The Corporate Governance report as stipulated underSchedule V Part C of the SEBI LODR Regulations formspart of this Annual Report.
The Compliance certificate as required underSchedule V Part E of the SEBI LODR Regulations,confirming compliance with the requirements ofCorporate Governance received from M/s Aashish K.Bhatt & Associates, Company Secretaries, is attachedas Annexure 2 to the Board's report.
I n accordance with Part D of Schedule V of theSEBI LODR Regulations, declaration from ManagingDirector & CEO of the Company has been receivedconfirming that all the Directors, Key ManagerialPersonnel and the Senior Managerial Personnel ofthe Company have affirmed the compliance and havealso complied to the Code of Conduct of Directorsand senior management for the financial year endedMarch 31, 2026 and is attached as Annexure 3 tothis Report. The said code is hosted on the websiteof the Company and can be accessed at web link :https://aadharhousing.com/investor-relations/code-of-conduct-of-the-board-of-directors-and-senior-manage
i) Annual Return as persection 134(3)(a):
During the year 2025-26, the Annual GeneralMeeting for the financial year 2024-25 was duly heldon July 29, 2025 and the Annual Return was filedwithin prescribed time limit.
As provided under section 92(3) and 134(3)(a)of the Act, Annual Returns of the Company areplaced on the website of the Company at https://aadharhousing.com/investor-relations/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdfannual-return
ii) Number of meetings of the Board &Committees under section 134(3)(b):
During the financial year under review, the Board ofDirectors met periodically/as and when required, todeliberate various issues, policy matters and takesuitable decisions etc. The details of Board of Directorsand their Meetings and also various other Board levelCommittee Meetings are furnished separately underthe Corporate Governance Report, which forms partof this Annual report.
iii) Directors’ Responsibility Statementunder section 134(3)(c):
As required by section 134(3)(c) read along withsection 134(5) of the Act, the Board of Directorsstate that:
a. in the preparation of the Annual FinancialStatements for the financial year ended March31, 2026, the applicable Accounting Standards
had been followed and there were no materialdepartures from the same;
b. the Directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as at March31, 2026 and of the profit of the Company forthat period;
c. the Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the Companyand for preventing and detecting fraud andother irregularities;
d. the Directors had prepared the annual financialstatements on a going concern basis;
e. the Directors, had laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate andwere operating effectively.
f. the Directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.
iv) Details of Fraud Reporting to NHB & asper provisions of section 134 (3) (ca) readwith section 143 (12) of the Act:
a) There were no material fraud cases amounting to11 crore or above, detected and required to bereported during the FY 2025-2026, as per theprovisions of section 134 (3) (ca) read with section143 (12) of Act to the regulatory authorities.
b) Frauds of value involved for 11 lakh & above andfrauds committed by unscrupulous borrowers,detected, during the FY 2025-2026 - theCompany has duly reported 39 fraud cases asper Circular(s)/ Guidelines, issued by NationalHousing Bank/ Reserve Bank of India.
v) In terms of section 134(3)(d) of the Act, your Boardstates that the Independent Directors have givena declaration under section 149(7) of the Act andRegulation 25(8) of the SEBI LODR Regulationsconfirming that they continue to meet the criteriaof independence as prescribed under Section149(6) of the Act and Regulation 16(1)(b) of the SEBILODR Regulations.
vi) With regard to section 134(3)(e) of the Act, theCompany has duly followed the NominationRemuneration & Evaluation Policy (NRE Policy), which,inter alia, lays down the approach for diversity of theBoard, criteria for identifying the persons who arequalified to be appointed as Directors, Key ManagerialPersonnel (KMP) & Senior Managerial Personnel of the
Company, along with the criteria for determination ofremuneration and evaluation of Board of Directors/Committees (including Independent Directors) andKMPs/Senior Managerial Personnel of the Companyand includes other matters, as prescribed underthe provisions of Section 178 of the Act. During thefinancial year under review, the NRE policy has beenreviewed by the Board of Directors at its Meeting heldon January 30, 2026. Further pursuant to provisionsof RBI Master Directions, the Company has obtainedFit & Proper declarations and Deed of Covenantsand various other declarations duly signed by all theDirectors of the Company.
The aforesaid policy is available on the website of theCompany, i.e. https://aadharhousing.com/investor-relations/policies
vii) I n terms of section 134(3)(g) of the Act, the Companyhas not made any Investment through two or morelayers of Investment Companies, pursuant toprovisions of section 186(1) of the Act. Further, theCompany being Housing Finance Company, all loansare in the ordinary course of business and details ofthe investment made by the Company are disclosed inFinancial Statements and Notes of Accounts, thereto,which forms part of this Annual Report.
The transactions with related parties are enteredas per the Related Party Transaction Policy of theCompany, pursuant to provisions of section 188 ofthe Act, read with the rules made thereunder andRegulation 23 of SEBI LODR Regulations, after takingnecessary approval of Audit Committee of the Board.
A quarterly update is also given to the Audit Committeeand the Board of Directors on the Related PartyTransactions ('RPTs') undertaken by the Companyfor their review and consideration and disclosures ofRPTs are also submitted to BSE and NSE on a half¬yearly basis.
Apart from payment of sitting fees and commissionto Independent Directors, there is no pecuniaryrelationship or transactions of the Independent/Non-Executive Directors vis a vis the Company. Thedetails with respect to the related party transactionsare mentioned in the notes to the financial statementsaudited for the financial year ended March 31, 2026.
There are no transactions to be reported as perSection 188 of the Act read with Rule 15 of Companies(Meetings of Board and its Powers) Rules, 2014 asamended from time to time and hence the disclosure ofrelated party transaction as required in the prescribedForm AOC - 2 is not applicable.
During the financial year under review, the Companyhas not given any loans and advances in the natureof loans to its subsidiaries or associate(s) or to
firms/companies in which Directors are interested.Accordingly, the disclosure of particulars of loans/advances, etc., as required to be furnished inthe annual accounts of the Company pursuant toRegulations 53 (f) read with paragraph A of ScheduleV of the SEBI LODR Regulations is not applicable tothe Company.
The Audit Committee on March 31, 2025 has approvedthe omnibus transaction limits for RPTs with relatedparties and Directors for the financial year 2025-26as per the note/limits circulated to the Committeewith clarifications.
During the financial year under review, the Companyhas not entered into any transactions with anyperson or entity belonging to the promoter/promotergroup which hold(s) 10% or more shareholding inthe Company.
The Related Party Transaction Policy of the Company,duly approved by the Board can be accessed on thewebsite of the Company at link provided below:https://aadharhousing.com/investor-relations/policy-on-related-party-transaction
Board
The Board of Directors of your Company meetat regular intervals to discuss and decide on theCompany's performance and strategies. Duringthe financial year under review, the Board met 8(Eight) times on April 17, 2025, May 6, 2025, July 25,2025, October 10, 2025, November 7, 2025, December18,2025, January 30, 2026 and March 17, 2026.
Further details on the Board, its Meetings,composition and attendance are provided in theCorporate Governance Report, which forms part ofthis Annual Report.
Your Company has the following 12 (Twelve) Board-level Committees, which have been established incompliance with the requirements of the business andrelevant provisions of applicable laws and statutes:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders' Relationship Committee
• Risk Management Committee
• IT Strategy Committee
• Asset Liability Management Committee
• Investment Committee
• Management Committee
• Share Transfer and Allotment Committee
• Willful Defaulter Review Committee
• Consumer Protection Committee
More information on all of the above Committeesincluding details of their Meetings, composition and
attendance are provided in the Corporate GovernanceReport, which forms part of this Annual Report.
x) Transfer of profits to Reserves:-
In terms of section 134(3)(j) of the Act, the Companyhas transferred a sum of 1219.10 crores to the SpecialReserves under Section 29C of National Housing BankAct, 1987 and Section 36(1)(viii) of the Income TaxAct, 1961, in addition to other provisions createdduring the financial year under review as per theaudited financials submitted to the Board.
xi) In order to conserve the resources for better growthopportunity, there was no dividend recommended ordeclared during the financial year under review, whichis in line with the Dividend Distribution Policy of theCompany. The policy is available on your Company'swebsite athttps://aadharhousing.com/investor-relations/dividend-distribution-policy
xii) Material changes and commitments,if any, affecting the financial positionof the Company which has occurredbetween the end of the financial yearof the Company to which the financialstatements relate and the date of thereport, in terms of Section 134(3) (l) ofthe Act:
There were no other material changes andcommitments affecting the financial position ofthe Company.
xiii) Statement containing salient features ofthe financial statements of subsidiariesor associates companies or joint venture:
A report on the performance and financial position ofthe Company's Subsidiary as per Section 129(3) ofthe Act read with the Companies (Accounts) Rules,2014, in the prescribed form AOC-1 is attached asAnnexure 4 to the Board's Report. The Company doesnot have any associate companies or joint ventures ason March 31, 2026.
xiv) Conservation of Energy, TechnologyAbsorption and Foreign ExchangeEarnings and Outgo in terms of Section134(3)(m) of the Act read with Rule 8 ofCompanies (Accounts) Rules, 2014:Conservation of Energy
Your Company is not engaged in any manufacturingactivity and thus its operations are not energyintensive. However, the Company always takesadequate measures to ensure optimum utilization andmaximum possible saving of energy. The Companyhas implemented processes to install energy efficientdevices in the branches such as 5-star Air conditionersmostly along with VRV/VRF etc. The Company is
also installing energy-efficient devices such as LEDLights, etc. in all the branches. The Company hasdeployed energy-efficient printing machines in somebranches which consume very minimal energy forprinting and scanning. The Company has just startedprocuring UPS, which runs on Lithium-ion batteries toreduce carbon footprint against lead acid batteries.The Company endeavours to follow mostly greenprocurement wherever possible to reduce energyconsumption and reduce the overall carbon footprint.
Technology Upgradation
During the year, Aadhar Housing advanced its digitaltransformation journey by deepening application-level capabilities, strengthening infrastructure andfortifying cyber security. The Company's focusremained on enhancing customer experience, ensuringregulatory compliance and building a resilient digitalecosystem that supports growth and innovation.
A major thrust was placed on digital sales and customeronboarding, where new platforms streamlined vendoronboarding, standardized lead creation for DirectSelling Agents and introduced a self-service digitaljourney enabling customers to complete applicationsand receive instant offer. Across the loan lifecycle,the Company digitized critical processes withmodules for one-time settlements, asset auctionsand credit line automation. Online prepaymentoptions were introduced through secure link-basedsystems, offering customers greater convenience andimproving collection efficiency. These innovationscollectively strengthened operational control andtransparency in loan management. To drive processefficiency and workflow management, the Companyupgraded its document tracking system, automatedcourt record updates and launched the GreenHatz Portal to centralize ideation and innovationcollaboration amongst staff. Automated NHB ADFdata submission ensuring prompt and correctreporting to regulators, while portal-based useraccess recertification strengthened IT governance.Integration with government schemes was alsostrengthened through seamless connectivity withthe PMAY portal, ensuring smoother processing ofapplications under flagship initiatives.
On the technology infrastructure front, the Companymodernized its branch network with cloud-managedCisco Meraki-systems across branches, ensuringstandardized architecture and consistent servicequality. Cyber security was fortified throughcentralized identity and access management acrosskey branches, enabling role-based access control andstrengthening the zero-trust framework. The adoptionof Secure Access Service Edge unified cloud security,web filtering, and data loss prevention, while mobiledata management solutions safeguarded mobileemail access under conditional zero-trust policies.Continuous cyber risk posture monitoring was
introduced through security rating platform, providingindependent visibility into external attack surfacesand rectification tracking.
Collectively, these initiatives underscore AadharHousing's commitment to building a future-ready digitalenterprise. By integrating advanced applications,intelligent automation, robust infrastructure andcomprehensive cyber security, the Company haspositioned itself to deliver superior customerexperiences, maintain regulatory excellence, andsustain operational resilience in an increasingly digitalfinancial services landscape.
Foreign exchange earning and outgo:
The foreign exchange earnings and outgo etc. andother provisions of reporting as per the Act are givenbelow as applicable to the Company during the yearunder review.
As atMarch 31,2026
As atMarch 31,2025
Amount(K in crores)
Foreign Exchange
39.94
6.05
outgo
433.87
437.28
inflow
Business Responsibility and SustainabilityReporting:
In accordance with Regulation 34(2)(f) of theSEBI LODR Regulations, 2015, the top 1,000 listedcompanies based on market capitalization arerequired to include a Business Responsibility andSustainability Report (BRSR) in their Annual Reports.Accordingly, the BRSR describing the initiatives takenby the Company from an environmental, social andgovernance perspective, forms part of this AnnualReport as Annexure 5.
xv) Corporate Social Responsibility underSection - 134(3)(o):
Your Company has in place, Corporate SocialResponsibility Policy, as per the provisions ofthe Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 ('CSR Rules'), which lays downthe guidelines and mechanism for undertakingsocially useful projects for welfare and sustainabledevelopment of the community at large. During thefinancial year under review, the CSR policy has beenreviewed by the Board of Directors at its Meeting heldon May 6, 2025. According to the provisions of theAct, the Corporate Social Responsibility Committeewas formed by the Company. The annual report onCSR activities, the total amount of CSR contributionand payment details are given in Annexure 6 to this
Board's Report. The Company has duly transferredthe unspent amount relating to ongoing projects to aspecial account called the Unspent Corporate SocialResponsibility Account 2026, in accordance withsub-section (6) of the CSR Rules within 30 days fromthe end of the financial year 2025-26. The amountshall be spent by the Company in pursuance of itsobligation towards the Corporate Social ResponsibilityPolicy within a period of three financial years from thedate of such transfer.
The CSR Policy is available on the website of theCompany, i.e. https://aadharhousing.com/investor-relations/policies
xvi) Formal Annual Evaluation of theBoard, its Committees and of individualdirectors under section 134(3)(p) andrule 8(4) of the Companies (Accounts)Rules, 2014:
Pursuant to the provisions of the Act and its Rules,an annual evaluation of the performance of theBoard, its Committees and of individual Directors,was carried out during the year. The NRC of theBoard has laid down the manner in which annualevaluation of the performance of the Board, itsCommittees and Individual Directors has to be made.The evaluation is based on various parametersas defined in the Nomination Remuneration andEvaluation policy of the Company. The performance ofNon-independent Directors, Chairperson of theBoard, the Board as a whole,and the Committeesof the Board has been evaluated by IndependentDirectors in a separate meeting held on March 10,2026. The Board was briefed on the recommendationsof the Nomination & Remuneration Committee andof the Separate Meeting of Independent Directors.The Board at its meeting discussed the performanceof the Board, as a whole, its Committees andIndividual Directors.
The Nomination and Remuneration Committee hasalso evaluated the Directors/ KMPs at the time oftheir appointment.
xvii) Statement regarding opinion ofthe Board with regard to integrity,expertise and experience (includingthe proficiency) of the independentdirectors appointed during the year, interms of rule 8 (5) (iii a) of Companies(Accounts) Rules, 2014 as amended :
The Independent Directors are selected as per theapplicable provisions of Act, read with RBI MasterDirections based upon the qualification, expertise,track record, integrity and the 'fit and proper'criteria and the Company obtains the necessary
information and declaration from the Directors. Allthe Independent Directors of the Company havestrong academic background and having long stintexperience with renowned Government and privateorganizations/corporates. The integrity/ expertiseof the Directors have been evaluated at the time ofappointment and every year by the Board and NRC attheir respective meetings.
Further, all Independent Directors have confirmedthat they have registered with the data bank ofIndependent Directors maintained by any body,institute or association, as may by notified by theCentral Government, and are either exempt or havecompleted the online proficiency self- assessmenttest conducted by the Indian Institute of CorporateAffairs in accordance with the provisions of Section150 of the Act.
xviii) Secretarial Standards of Institute ofCompany Secretaries of India
Your Company is in compliance with the SecretarialStandards specified by the Institute of CompanySecretaries of India ('ICSI') on Meetings of the Boardof Directors (SS-1) and General Meetings (SS-2).
xix) Vigil Mechanism / WhistleBlower Policy:
In terms of section 177(9) of the Act and Rule 7 ofthe Companies (Meetings of Board and its Powers)Rules, 2014, read with the SEBI LODR Regulations, theBoard of Directors has put in place a Vigil Mechanismand adopted a Whistle Blower Policy to providefor adequate safeguards against victimization ofemployees and directors who may avail of the vigilmechanism/ whistle blower policy, by directly sendingmail to the Chairperson of the Audit Committee.The Company affirms that no person was deniedaccess to the Audit Committee.
These provisions are already circulated to theemployees through the intra-net and the same isalso available at the website of the Company i.e,https://aadharhousing.com/investor-relations/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdfdetails-of-establishment-of-vigil-mechanism-whistle-blower
During the financial year under review, the WhistleBlower Policy has been reviewed by the Board ofDirectors at their meeting held on July 25, 2025.
xx) Investments, loans and guarantees givenby the Company:
Your Board further states that during the financial yearunder review, your Company did not make any majorinvestment in other companies, bodies corporate,provided loans and given guarantees, etc. above the
limits prescribed under section 186 the Act, readwith Companies (Meetings of Board and its Powers)Rules, 2014, as applicable to the Company. Details ofInvestments made, loans and guarantees given by theCompany are disclosed in the financial statements forfinancial year 2025-26.
xxi) Name of the companies, which havebecome or ceased to become subsidiary,joint venture or associate company,during the financial year under review
: NIL
xxii) Details of significant and material order,passed by the Regulators or Court orTribunals, impacting the going concernstatus and Company’s operations infuture : NIL
xxiii) Human Resources:
At Aadhar Housing, people constitute a core pillar ofthe Company's long-term progress and organizationalstrength. The Company recognizes its workforce as akey driver of performance, resilience and sustainablegrowth. People-first philosophy is embedded acrossorganizational practices, fostering an environmentthat supports engagement, development andempowerment. In recognition of this sustained focus,Aadhar has been named among India's Top 50 BestWorkplaces in BFSI 2026 by Great Place to Work®,India and has achieved the Great Place to Work®certification for the seventh consecutive year.
During FY 2025-2026, the team of Aadhar Housinghas grown steadily from 4,583 employees last year to5,430 employees at the end of this year. The Companystrengthened leadership capability, workforcereadiness and internal mobility through structureddevelopment frameworks and talent initiatives suchas fast-track career growth programs and internaljob postings, supported by a robust blended learningecosystem. Employee engagement and well-beingwere enhanced through a comprehensive Engagementand Well-being Calendar, encompassing culturalcelebrations, wellness initiatives, health check-ups,and community-building activities, while women-focused programmes advanced inclusion throughtargeted support and capability-building initiatives.Recognition and transparent communication remainedcore to the employee experience, with the rewardsand recognition programme, long-service awards,and regular leadership town halls fostering trust andshared ownership.
Collectively, these integrated efforts reinforce theCompany's commitment towards building a meaningfulemployee experience and a culture shaped by trustand teamwork.
At Aadhar Housing, capability building remainsa strategic priority focused on fostering a high-performance, inclusive and future-ready workforce.During FY 2025-2026, Learning & Development (L&D)initiatives were tightly aligned with business objectivesthrough a blended, scalable learning ecosystemdesigned to enhance functional, behavioural andleadership capabilities across the organization.
This year, we launched Aadhar Gurukul - LearningManagement System (LMS) with a mobile-firstphilosophy, the platform provides employees withuser-friendly access to diverse learning content andseamless management features, effectively makingprofessional development accessible anytime andanywhere while significantly enhancing the overallemployee experience.
To ensure role readiness and rapid integration, theCompany implemented several structured onboardingand functional programs. The 'Praarambh' initiativeprovides a role-based induction for all new hires,while 'Induct Right' offers a phased onboardingjourney for Sales employees (M0-M3) to reduce time-to-productivity through a structured model. Theseare complemented by regular functional trainingsessions across all business and enablement units,which serve to communicate critical policy updates,bridge operational gaps and maintain high levels ofjob effectiveness.
Complementing technical training, Aadhar Housingplaces a heavy emphasis on behavioural and soft skillsdevelopment. Targeted interventions for frontline andleadership teams focus on core competencies suchas communication, conflict management, negotiationand a growth mindset to drive collaboration andaccountability. Leadership development follows aladdered approach to secure a future-ready pipeline,highlighted by the Leadership Symposium on emergingtrends like AI, a residential program at 11M Indore forhigh-potential mid-managers, and the 'We LEADD'initiative in partnership with the Great ManagersInstitute targeted at Branch Manager development.
Furthermore, the Company has successfullyexpanded its outreach by training 2,636 VillageLevel Entrepreneurs (VLEs) to support rural marketgrowth. This expansion is underpinned by a strictcommitment to compliance, with mandatory trainingin AML/KYC, POSH, and Information Security to
reinforce ethical conduct. Finally, the "ChampioningCustomer Service" program ensures that a customer-first mindset is embedded throughout the workforce,utilizing case-based learning to standardise serviceexcellence and improve responsiveness across allcustomer touchpoints.
a) Aadhar Housing Finance Limited -Employee Stock Options Plan, 2018(‘ESOP Plan 2018’):
The ESAR scheme was approved in March, 2018 bythe previous promoter group and at the Meeting heldon January 24, 2024, the shareholders approved theamendments and changes to the ESAR scheme andrechristened it's name as Aadhar Housing FinanceLimited - Employee Stock Options Plan, 2018 ('ESOPPlan 2018') to align the ESOP Plan 2018 with therequirements of the SEBI (Share Based EmployeeBenefit & Sweat Equity) Regulations, 2021. As at theend of financial year 25-26, there are no outstandingstock options under the ESOP Plan 2018.
b) Aadhar Housing Finance Limited -Employee Stock Option Plan 2020(‘ESOP 2020’)
In order to reward the performance and elicit long termcommitment of the employees towards the growth ofthe Company, the ESOP Plan 2020 was introducedwith the approval of Board & Shareholders. ESOPPlan 2020 was originally approved by the Membersof the Company on April 27, 2020 and furtheramended by members through special resolutionspassed at the extra-ordinary general meetings of theCompany held on March 13, 2021, March 23, 2022,May 26, 2022 and January 24, 2024 and ratified at the34th Annual General Meeting of the Company held onSeptember 14, 2024.
As on March 31, 2026, total number 93,35,814stock options were granted and outstanding to theidentified & eligible existing employees including theWhole Time/ Executive/ Managing Director(s) of theCompany under the ESOP Plan 2020.
c) Aadhar Housing Finance Limited-Employee Stock Option Plan 2025 (‘ESOP Plan 2025’)
The Company views employee stock options as long-term incentive instruments to enable the employees to sharethe value they create for the Company in the years to come. Therefore, the new ESOP Plan 2025 was introducedwith the approval of Board on October 10, 2025 & Shareholders on November 16, 2025 through special resolutionspassed by way of postal ballot. The maximum number of ESOPs that may be granted under the ESOP Plan 2025 hasbeen set at 3,11,22,170 equity shares. This pool comprises:
i. 1,34,06,852 new Options approved under the ESOP Plan 2025;
ii. 71,75,952 Options which were previously approved under the Aadhar Housing Finance Limited Employee StockOption Plan 2020 ("ESOP Plan 2020") that remain ungranted as on the date of approval of the ESOP 2025; and
iii. 1,05,39,366 Options that have been granted under the ESOP Plan 2020 but are unvested, which if they lapseor clawed back on cessation of employment or any other conditions as set out in ESOP 2020 then it can beregranted under this Plan.
Such Options as mentioned in (ii) and (iii) from the ESOP Plan 2020 pool shall be deemed to be transferred to andform part of the pool of Options available for Grant under the new ESOP Plan 2025, subject to the same terms andconditions as applicable to Options granted under the ESOP Plan 2025.
The ESOP Plan 2020 and ESOP Plan 2025 are in compliance with the SBEB Regulations and there were no amendmentsto the aforesaid Plans during FY 2025-26. The Disclosures in compliance with SBEB Regulations are uploaded on thewebsite of the Company at https://aadharhousinq.com/investor-relations/disclosures-under-sebi-regulations-2021
Further, a certificate from the Secretarial Auditors with respect to implementation of your Company's ESOP Plan2020 and ESOP Plan 2025, will be available at the ensuing AGM of the Company for inspection by the Members.
During the financial year under review, the Company did not make any buy back of any of its shares or shareequivalent/stock options during the financial year under review, hence the provisions of section 68 of the Act, arenot applicable.
Disclosures about remuneration required pursuant to the section 197(12) of the Act and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below-
Name of Director and Designation
the ratio of theremuneration to themedian remunerationof the employees ofthe company for thefinancial year
% increase/(decrease) inremuneration
Mr. O. P. Bhatt, Chairperson and Non- ExecutiveIndependent Director*
19.71
(2.45%)
Mr. Raj Vikash Verma, Chairperson and Non- ExecutiveIndependent Director**
Nil
NA
Mrs. Sharmila A. Karve, Independent Director
4.82
(5.56%)
Dr. Punita Kumar Sinha, Independent Director***
4.08
Mr. Amit Dixit, Non-Executive (Nominee) Director
Mr. Mukesh Mehta, Non-Executive (Nominee) Director
Mr. Prateek Roongta, Non-Executive (Nominee) Director
Mr. Deo Shankar Tripathi, Executive Vice Chairman#
45.69
7%
Mr. Rishi Anand, Managing Director and CEO#
47.23
12%
*Mr. O. P. Bhatt ceased to be Chairperson and Director of the Company w.e.f close of business hours on September 12, 2025.
**Mr. Raj Vikash Verma was appointed as Independent Director w.e.f. May 6, 2025. He has not received any commission duringFY 2025-2026, percentage increase/(decrease) in remuneration is not comparable.
***Dr. Punita Kumar Sinha was appointed as Director of the Company w.e.f. August 7, 2024 and hence was not paid commissionduring FY 2024-2025. Accordingly, percentage increase/(decrease) in remuneration is not comparable.
#For determining the percentage increase in remuneration, Employee Value Scheme paid in FY 2026 and perquisite value of optionsexercised in FY 2026 under Employee Stock option Scheme is excluded.
Remuneration of Independent Directors includes commission paid to Directors and excludes payment of sitting fees.
The Non- Executive Nominee Directors of the Company do not receive any remuneration from the Company.
(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,Company Secretary, in the financial year -
Executive Vice Chairman- 7%
Managing Director & CEO - 12%
Chief Financial Officer - 12.1%
Company Secretary - 10%
For determining the percentage increase in remuneration, perquisite value of options exercised in FY 2026 underEmployee Stock option Scheme and Employee Value Scheme paid in FY 2026 are excluded.
(ii) the percentage increase in the median remuneration of employees in the financial year- 1.16%
(iii) the number of permanent employees on the rolls of company- 5,430
(iv) average percentile increase already made in the salaries of employees other than the managerial personnel in thelast financial year and its comparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
Key Managerial Persons - 8.3%
Other - 10.6%
For determining the percentage increase in remuneration, Employee Value Scheme paid in FY 2026 and perquisitevalue of options exercised in FY 2026 under Employee Stock option Scheme is excluded.
(v) It is further confirmed that the remuneration paid to employees is as per the remuneration policy of the Company.
(vi) The statement containing names of top ten employees in terms of remuneration drawn and the particulars ofemployees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is available on the Website of theCompany at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/annual-report
(vii) None of the employees listed in the said list is a relative of any Director in the Company.
(viii) There was no employee either throughout the financial year or part thereof who was in receipt of remunerationwhich, in the aggregate, was in excess of that drawn by the managing director or whole-time director and whoheld by himself or along with his spouse or dependent children, not less than two percent of the equity sharesof the Company.
(ix) None of the Directors receive any commission or remuneration from holding or subsidiary of the Company.
(i) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016('IBC Code'). Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.
(ii) During the financial year under review, there was no one-time settlement done with the Banks or FinancialInstitutions. Therefore, the requirement to disclose details of difference between amounts of valuation done atthe time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutionsalong with reasons thereof, is not applicable.
(iii) The Company has not issued any shares with differential rights and hence no information as per provisions ofSection 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014is furnished.
(iv) The Company has not issued any sweat equity shares during the financial year under review and hence noinformation as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capitaland Debenture) Rules, 2014 is furnished.
(v) During the financial year under review, there were no instances of non-exercising of voting rights in respect ofshares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules, 2014.
(vi) During the financial year under review, the Company has complied with the provisions relating to the MaternityBenefits Act, 1961.
During the financial year under review, the Company has not done any preferential allotment or qualified institutionalplacement of equity shares.
Acknowledgement by the Management:
Your Board of Directors would like to place on record their sincere gratitude to the shareholders, customers, debentureholders, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board ofIndia, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, all Bankers to theCompany, Central & State government departments, Tax Authorities, other stake-holders and all other businessassociates for their continued support during the financial year under review. The Directors would also like to thankthe BSE Ltd., National Stock Exchange of India Limited, National Securities Depository Limited and Central DepositoryServices (India) Limited and the Credit Rating Agencies for their support & co-operation.
Your Company and Management team also express their sincere gratitude to the Promoter, Holding Company, BCPAsia II Holdco VII Pte. Ltd. and our Investors for their unstinted support & co-operation.
The Directors also extend their special appreciation to the employees at all levels for their contribution towards thegrowth of the Company which was made possible by their hard work, dedication and continued support.
By the Order of & for and on behalf of the Board of Directors ofAadhar Housing Finance Limited
Mr. Raj Vikash Verma Mr. Rishi Anand
DIN:- 03546341 DIN:-02303503
Independent Director & Managing Director &
Non- Executive Chairperson Chief Executive Officer
Date : May 5, 2026Place: Mumbai