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 the financial year ended March 31, 2026 ('financial year under review').
1. Company Overview
Your Company is a Housing Finance Company registered with National Housing Bank ('NHB') and regulated & controlled by Reserve Bank of India (' RBI') and supervised by NHB. Aadhar Housing is one of the largest low-income housing finance companies in India servicing the home financing needs of the low income sections of the society. Aadhar Housing endeavours to empower underserved millions to own their first homes. There has been no change in the nature of business and operations of the Company during the financial year under review.
Your Company is focused on low-income segment (ticket size less than 115 lakhs) with an Assets Under Management(AUM) of 130,571 crores and presence across 22 states and union territories with a branch network of over 626 branches as at the end of the current financial Year. With diversified exposure across locations and no single state contributing to more than 15% of AUM, there is low concentration risk due to wide geographical presence. With the vision of 'Home ownership for aspirational India', the Company facilitates financial inclusion by enabling wider access to housing finance, ethically and responsibly. Aadhar Housing's loan disbursement process is simple, transparent and speedy. With the mission of 'Delivering transparent and agile tech-enabled financial solutions to make quality home ownership possible', the Company provides 100% secured retail advances at moderate Loan-to-value ('LTV') ratios of 60% using AI powered processes across various functions. Majority of Company's mortgage portfolio satisfies the Priority Sector Lending criteria prescribed by RBI/NHB and 55% of the Company's AUM comes from low-risk salaried customers.
The Gross Non-Performing Assets ('NPA') on AUM of the Company stood at 1.08% for the year ended March 31, 2026. Although Company maintains high asset quality, the Provision Coverage Ratio on NPA Assets is maintained at 35.68% as at the end of the current financial year. The Company has strong liquidity position with high liquid assets/cash & bank balances of 11,425 crores as at March 31, 2026 in addition to unutilized Banks' sanction lines.
2. Financial Performance of AHFL (Standalone):
|
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 Equity CRAR
|
42.49%
|
44.61%
|
|
CRAR - Tier I
|
41.96%
|
44.07%
|
|
Capital CRAR - Tier II
|
0.53%
|
0.54%
|
|
Capital Retail NPA
|
1.0ss8%
|
1.05%
|
|
(on retail AUM) ROE %
|
15.8%
|
16.9%
|
3. Major Developments during the year
During the financial year under review, a change in shareholding 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'). BCP Asia II Holdco VII Pte. Ltd. ('Acquirer') acquired 28,20,52,121 equity shares at 1425 per Equity share, representing 64.14% of the Expanded Voting Share Capital, from the erstwhile promoter, BCP Topco VII Pte. Ltd., pursuant to a Share Purchase Agreement dated July 25, 2025. Consequent to this acquisition ('Blackstone Acquisition'), a mandatory open offer was made to public shareholders, pursuant to which 7,36,706 equity shares were tendered and settled in cash on February 18, 2026 for Offer Price of 1469.97 and 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 28,20,52,121 equity shares from BCP Topco VII Pte. Ltd.
On February 26, 2026, AXDI LDII SPV 1 LTD, who is a public shareholder, acquired remaining 4,41,39,236 equity shares held by BCP Topco VII Pte. Ltd. at 1425 per equity share pursuant to the share purchase agreement dated July 29, 2025 ('AXDI Acquisition').
Pursuant to the above acquisitions, the erstwhile promoter and promoter group ceased to be promoters and ceased to have control over the Company, and BCP Asia II Holdco VII Pte. Ltd was classified as the Promoter of the Company with effect from February 26, 2026. The erstwhile promoter was reclassified as a public shareholder under Regulation 31A of the Securities and Exchange 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 of the Company.
4. Initiatives towards funding of the Green Housing Projects
Your Company in collaboration with the International Finance Corporation ('IFC'), a member of the World Bank Organization, is actively working towards developing a Green Affordable Housing value proposition within the self-construction segment. This initiative aims to establish a structured roadmap for scaling the proposition across the market through awareness, product, marketing, certification and subsidy.
A green home is designed to optimize resource efficiency by reducing electricity, water consumption, and overall operational costs. Such homes can help achieve savings of at least 20% on utility expenses, while also ensuring a healthier indoor environment and minimizing environmental impact.
Key Highlights
• A total of 500 homes have been certified under the green building initiative in FY 2025-2026.
• Rajasthan & Karnataka lead significantly with 350 certified homes, showcasing strong adoption of green building practices in the regions.
This initiative continues to support our ESG (Environmental, Social, Governance) goals and enhances the long-term sustainability of our lending portfolio.
5. Management Discussion and Analysis Report
In accordance with the applicable provisions of the RBI Master Directions and SEBI LODR Regulations, a detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
6. Changes in the Directors and Key Managerial Personnel
Board of Directors (‘the Board’)
• The Members at the Annual General Meeting of the Company held on July 29, 2025, considered and approved the appointment of Mr. Raj Vikash Verma (DIN: 03546341) as an Independent Director, for a period of five years w.e.f. May 06, 2025 to May 5, 2030.
• The term of Mr. O. P. Bhatt, Independent Director and Non- Executive Chairman of the Company (DIN: 00548091) expired w.e.f close of business
hours on September 12, 2025. The Board places on record its appreciation for the invaluable guidance received from Mr. Bhatt during his tenure as Independent Director and Non- Executive Chairman of the Company.
• Mr. Raj Vikash Verma (DIN: 03546341) Independent Director, was appointed as the Non-Executive Chairperson of the Company w.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 the Board by rotation and being eligible, offers himself for re-appointment at the ensuing 36th Annual General Meeting of the Company.
• The Nomination and Remuneration Committee of the Company and the Board of Directors have recommended the re-appointment of Mr. Mukesh Mehta. A detailed profile of the Director seeking re-appointment is provided in the Notice of the 36th Annual General Meeting of the Company.
Key Managerial Personnel
During the financial year under review, there were
no changes in the Key Managerial Personnel of
the Company.
7. Share Capital Structure:
Your Company's capital structure as at
March 31, 2026 is given in the below table:
|
Share Capital
|
Amount in 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)
|
|
Changes in Capital Structure
and shareholding position:
During the financial year under review, the Company underwent a significant change in its capital structure in terms of ownership and voting rights, consequent to certain acquisitions undertaken in compliance with the SEBI SAST Regulations. While there was no material change in the authorized, issued, subscribed or paid-up equity share capital of the Company, the aforesaid transactions resulted in a material change in the shareholding pattern, promoter holding and control of the Company.
|
Total Shareholding of
|
Total Shares acquired by BCP Asia II Holdco ^ VII Pte. Ltd. (Acquirer) pursuant to share purchase agreement dated 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 were acquired by AXDI LDII SPV 1 LTD pursuant to the share purchase agreement dated July ^ 29, 2025 [classified to 'public category']
[B] 4,41,39,236
|
Thereby the erstwhile promoter and promoter group of the Company have ceased to be in control of the Company and stand re-classified from 'Promoter/ Promoter Group' category to 'public' category with effect from February 26, 2026.
Pursuant to open offer by the acquirer total of 7,36,706 shares were tendered by the shareholders constituting 0.65% of open offer issue and 0.17% of total voting share capital of the Company. The Settlement for open offer was completed on February 18, 2026 and all subscribing shareholders were duly paid against the shares tendered by them in open offer. Accordingly, as on February 26, 2026, BCP Asia II Holdco VII Pte Ltd. held 65.07% Equity Shares of the Company.
The eligible employees exercised their stock options resulting in allotment of 43,19,251 equity shares of the Company during the year. As a result, the paid- up Equity Share capital of the Company stands increased from 14,31,38,44,590 as on March 31, 2025 to 14,35,70,37,100 as on March 31, 2026.
As a result of the above transactions, the promoter shareholding 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 Aadhar Housing Finance Limited-Employee Stock Option Plan 2025 ('ESOP Plan 2025') on November 16, 2025 through special resolutions passed by way of postal ballot.
Strong Parentage of the BCP Asia II Holdco VII Pte. Ltd. (A Blackstone Group entity)
The Company enjoys strong parentage of our Promoter Company and benefits from the resources, relationships and expertise of Blackstone, one of the world's leading investment firms. Blackstone's asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Through its different businesses, Blackstone had total assets under management of over USD 1.3 trillion as of March 31, 2026. Currently, the Board of Directors of the Company has 3 Nominee directors from the Promoter.
The shareholding pattern of the Company at the end of the financial year is as mentioned below :-
List of Shareholders & percentage of holding as on March 31, 2026
|
Sr.
No.
|
Category of Shareholders
|
No. of Equity Shares held
|
Percentage of shareholding
|
|
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 the Unclaimed Suspense Account of the Company pertaining to shareholders who are holding shares in physical form and have not yet provided their demat account details.
The Company uploads the shareholding pattern as at the end of each quarter on the websites of the Stock Exchanges as required under regulation 31 of the SEBI LODR Regulations.
8. Financial Performance
8.1 Financial summary and highlights of the Company:
Your Company takes pleasure in presenting the standalone and consolidated reports on the operational and business performance, along with the audited financial statements for the financial year ended March 31, 2026.
Financial summary and highlights of the Company are given as following :
|
Particulars
|
Standalone
|
Consolidated
|
|
FY 2025-26
|
FY 2024-25
|
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
|
-
|
15.92
|
-
|
|
Profit before tax
|
1405.74
|
1173.81
|
1405.91
|
1173.26
|
|
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
|
219.10
|
182.43
|
|
Transfer to General Reserve
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Transfer to Debenture redemption reserve
|
0.00
|
0.00
|
0.00
|
0.00
|
|
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
|
2380.04
|
3258.22
|
2381.44
|
|
Earnings per share- Basic
|
25.31
|
21.44
|
25.31
|
21.43
|
|
Earnings per share- Diluted
|
24.76
|
20.85
|
24.77
|
20.85
|
Note: Consolidated financials include financials of wholly owned subsidiary Aadhar Sales and Services Private Limited.
8.2 GNPA and ECL Provision
(including additional provision):
Your Company provides for NPAs using the Expected Credit Loss Model prescribed under Ind AS 109. The provision under the Expected Credit Loss Model is higher than the Income Recognition and Prudential Norms by 1116.32 crores. The key highlights of the provisioning are given below -
a) GNPA:
|
Particulars
|
As at March 31, 2026
|
As at March 31, 2025
|
|
GNPA on
|
1.08%
|
1.05%
|
|
AUM (%)
|
|
|
|
GNPA on Own
|
1.10%
|
1.08%
|
|
Book (%)
|
|
|
b) Your Company's gross loan assets are 125,129.86 crores as at March 31, 2026 (120,727.13 crores as at March 31, 2025). Your Company is carrying an impairment allowance of 1290.27 crores as at March 31, 2026 (1243.03 crores as at March 31, 2025). The ECL provision coverage ratio on Stage 3 (NPA Assets) is 35.68% as at March 31, 2026 (34.46% as at March 31, 2025).
c) Based on the current information available, the Company has estimated various scenario analysis and applied management overlays based on the policy approved by the Board, while arriving at the provision for impairment of financial assets which the Management believes is adequate. As at March 31, 2026, your Company is carrying a management overlay provision of 157.34 crores.
8.3 Financial Ratios:
The key financial ratios of the Company are given below-
|
Particulars
|
FY 2025-26
|
FY 2024-25
|
|
Earning per share (EPS) (in 1)
|
25.31
|
21.44
|
|
Capital to Risk Asset Ratio (CRAR)
|
42.49%
|
44.61%
|
|
Net Debt Equity Ratio (DE Ratio)
|
2.40
|
2.31
|
|
Net Owned Fund
|
6819.97
|
5789.83
|
|
(NOF) (in 1)
|
crore
|
crore
|
9. Resource Mobilisation:
Your Company's Resource Planning Policy has been approved by the Board. The shareholders at the 35th Annual General Meeting held on July 29, 2025 passed a special resolution under Sections 42, 71, 180(1)(c) read with 180(1)(a) of the Act and rules made thereunder approving the borrowing limit and authorizing the Board of Directors / Management Committee to raise or borrow any sum or sums of money (including non-fund based facilities) by way of loan(s) in rupee currency and/or foreign currency from various borrowing sources up to an amount of 130,000 crores (Rupees thirty thousand crores) or up to 12 times of Net Owned Fund (NOF) of the Company whichever is lower, as per provisions of Reserve Bank of India (Housing Finance Company) Directions, 2025 (' RBI Master Directions') and other applicable Directions/ Notification/ Circulars/Guidelines issued by RBI/ NHB.
As at March 31, 2026, your Company's borrowings primarily comprised of 51% from banks, 22% from National Housing Bank, 19% from Non-Convertible Debentures ('NCD'), 5% from External Commercial Borrowings ('ECB'), 3% from Domestic DFIs. There has been no deviation in the utilisation of issue proceeds of secured redeemable NCDs from the objects as stated in the private placement memorandum.
Over the years, your Company has been taking steps to change it's funding mix by diversifying into capital market instruments, ECBs and other avenues depending upon the opportunities available in the market. It will continue with this strategy to diversify and reduce the reliance on Bank borrowings.
The Company's strategy to enter into partnerships with financial institutions that are keen on good- quality assets for assignment /co-lending of long- tenor receivables, has helped in maintaining a balanced ALM position.
(b) Loans from Banks:
As at March 31, 2026, your Company had relationships with 24 banks. Your Company continued to leverage on its long term relationships with these banks and raised additional term loans to the extent of 13,765 crores during the year at competitive rates. Total outstanding borrowing from banks as at March 31, 2026 aggregated to 19,542 crores.
(c) Refinance from National Housing Bank (NHB):
The NHB Refinance department has sanctioned Refinance facility to the Company under various schemes for a term ranging from 7 years to 10 years repayment tenure.
During the year, your Company has availed refinance facility of 11,304 crores from NHB. As at
March 31, 2026 the outstanding balance on NHB Refinance amounts to 14,090 crores.
(d) Loans from Domestic DFIs
During the FY 2025-2026, your Company has availed term loans amounting to 1500 crores from domestic DFIs to diversify the further funding mix which remained outstanding as at March 31, 2026.
(e) Borrowings through External Commercial Borrowing (ECB):
During the FY 2025-2026, your Company has availed ECB of USD 50 million. Total outstanding ECBs as at March 31, 2026 was USD 100 million equivalent to 1944 crores. Your Company has fully hedged the currency and interest rate risk on these ECBs for the entire tenure.
10. Borrowings through other Debt Instruments and Resource Mobilisation:-
(i) Secured Redeemable Non-Convertible Debentures (NCDs)
As at March 31, 2026, your Company's outstanding Secured NCDs issued under Initial Public Offer stood at 2,12,353 aggregating to 121.23 crores at face value, held by 1,171 NCD holders. Your Company has duly paid the principal/interest amounts on due dates for the NCDs public issue and has timely intimated BSE Ltd. and Debenture Trustees.
During the financial year under review, your Company raised 1400 crores by way of issue of 40,000 Senior, Secured, Rated, Redeemable, Non-Convertible Debentures on private placement basis, as per the applicable provisions of relevant circulars issued by Securities and Exchange Board of India. The Company has completed the allotment process within the prescribed time-limit.
As at March 31, 2026, your Company's outstanding secured NCDs under private placement were 13,405.45 crores at face value. Further, your Company has made timely payment of interest and principal amount on the respective due dates for NCDs issued by the Company and there has been no default in payment.
The SEBI vide its Master circular no. SEBI/HO/DDHS/ DDHS -PoD/P/CIR/2025/0000000137 issued on October 15, 2025 has mandated Large Corporates ('LCs') to raise a minimum 25% of their incremental borrowings in a financial year through issuance of debt securities which were to be met over a contiguous block of three years. The necessary disclosures for the listed NCDs as per above referred circular has been disclosed to BSE Ltd.
(ii) Unsecured Subordinated Non-Convertible Debentures:
As at March 31, 2026, your Company's outstanding unsecured subordinated debts were 160 crores at face value. The debt is subordinated to present and future senior debt of your Company. Your Company has duly paid the interest amount due on the aforesaid NCDs on time and reported the same to BSE Ltd. and the Debenture Trustees without any delay/default.
(iii) Commercial Paper:
During the financial year under review, the Company has issued Commercial Paper of 1 500 crores, out of which 1 300 crores was duly paid on the due date and commercial papers of 1 200 crores were outstanding as on March 31, 2026.
(iv) Direct Assignment of Mortgage Pool Receivables:
Majority of the Company's loan book portfolio qualifies under the Priority Sector Lending (PSL) mortgage loan portfolio, as per the notification issued by RBI from time to time. During the financial year under review,
the Company has assigned receivables of its mortgage loan assets aggregating to 11,580 crores, being investors' share. Total assigned pool outstanding as at March 31, 2026 was 15,005.85 crores.
Further, during the year the Company has assigned receivables of its mortgage loan assets under the Co-lending arrangement aggregating to 1155 crores, being investors' share. Total co-lent receivables outstanding as at March 31, 2026 was 1 638.97 crores.
(v) Security Coverage for the Borrowings:
The security details of the aforesaid secured borrowings made by the Company are mentioned at Note No. 16 and 17 in the Notes to accounts forming part of the audited financial statements for the year ended March 31, 2026.
The Company has not provided any gold loans or does not provide loans against the security of gold or other precious metals or ornaments during the financial year 2025-26.
(vi) Credit Ratings:
During the FY 2025-2026, Credit Rating of your Company was upgraded to AA (Stable) from AA (Stable) by Care Ratings 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 on March 31, 2026
|
Rating as on March 31, 2025
|
|
CARE
|
Long Term Bank Facilities
|
CARE AA (stable)
|
CARE AA (stable)
|
|
CARE
|
Non-Convertible Debentures
|
CARE AA (stable)
|
CARE AA (stable)
|
|
CARE
|
Subordinated Debt
|
CARE AA (stable)
|
CARE AA (stable)
|
|
CARE
|
Fixed Deposits
|
CARE AA (stable)
|
CARE AA (stable)
|
|
BRICK WORKS
|
Non-Convertible Debentures
|
Withdrawn
|
BWR AA (stable)
|
|
ICRA
|
Long Term Bank Facilities
|
ICRA AA (positive)
|
ICRA AA (stable)
|
|
ICRA
|
Non-Convertible Debentures
|
ICRA AA (positive)
|
ICRA AA (stable)
|
|
ICRA
|
Subordinated Debt
|
ICRA AA (positive)
|
ICRA AA (stable)
|
|
ICRA
|
Commercial Paper
|
ICRA A1
|
ICRA A1
|
|
INDIA RATINGS
|
Non-Convertible Debentures
|
IND AA (positive)
|
IND AA (stable)
|
|
INDIA RATINGS
|
Long Term Bank Facilities
|
IND AA (positive)
|
IND AA (stable)
|
11. Investments:
As per Investment Policy of the Company, the Executive Committee is responsible for approving investments in line with the policy and limits as set out by the Board. The Investment Policy is reviewed and revised in line with the market conditions and business requirements from time to time. The decision to buy and sell up to the approved limit 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 adequate levels of liquidity
Your Company maintains sufficient liquidity for its business needs, repayment obligations, LCR requirements and also to meet any contingencies. As at March 31, 2026, your Company had liquidity buffers of 11,425 crores in highly liquid assets. The surplus funds are primarily parked in schemes of highly liquid mutual funds, short-term deposits with banks and government securities. During the financial year 2025-26, your Company has earned 115.97 crores by way of income from mutual funds and 1103.35 crores by way of interest on deposits placed with banks and from bonds.
12. Asset Liability Management Committee (‘ALCO’):
The Asset Liability Management Committee lays down policies and quantitative prudential limits to manage various types of risks associated with the business model of the Company within the regulatory framework. The Company has duly implemented the RBI's Asset Liability Management ('ALM') Guidelines applicable to Housing Finance Companies.
The Board of Directors of the Company has approved the ALM policy and reviews the same from time to time. The ALCO Committee ensures that the liquidity and interest rate risk are within the regulatory limits. As at March 31, 2026, your Company had a strong asset liability position with positive gaps across all the buckets.
13. Risk Management Framework and Monitoring:
The sustainability and success of any financial institution are closely linked to its ability to effectively identify, assess and manage risks. Aadhar Housing recognises risk management as a core element of prudent business operations and has therefore established an enterprise-wide risk management framework. A robust risk management approach enables informed decision-making within defined risk appetite levels, supporting both risk mitigation and value creation.
Risk management at Aadhar Housing encompasses a well-defined culture, structured processes, and governance mechanisms aimed at optimising opportunities while managing potential adverse impacts. The Company follows a proactive, systematic and disciplined approach by continuously designing and implementing a comprehensive risk management programme.
The risk management framework is embedded across all levels of the organisation and across functional areas. Clear roles and responsibilities have been delineated among the Board of Directors, Audit Committee and Risk Management Committee. The Chief Risk Officer (CRO) oversees enterprise risk management and is responsible for the identification, assessment, monitoring and reporting of key risks to senior management, the Risk Management Committee and the Board.
Aadhar Housing has established a Board-approved Risk Appetite Framework that outlines the various risks faced by the organisation and defines acceptable risk thresholds. This framework fosters a clear understanding of the organisation's risk tolerance and guides strategic and operational decision-making. It is periodically reviewed and updated to reflect changes
in the internal and external environment, ensuring continued relevance and effectiveness in assessing and managing emerging risks.
Aadhar Housing has put in place a comprehensive risk management framework, supported by well-defined policies and processes. This includes an overarching Risk Management Policy, an Internal Capital Adequacy Assessment Process (ICAAP) policy and a structured Early Warning Signal (EWS) framework, all aligned with applicable RBI guidelines. During the financial year under review, the Risk Management Policy has been reviewed by the Board of Directors at their meeting held on July 25, 2025.
The framework is designed to proactively identify, assess and monitor key risks that could impact the Company's operations and financial strength. These risks include credit risk, asset-liability management risk, concentration risk, interest rate risk, reputational risk, cybersecurity risk, fraud risk, business and exposure risks, competitive pressures and regulatory risks. Continuous oversight of these risk areas is critical to maintain the Company's stability, solvency and long-term resilience.
The Company places significant emphasis on early and effective risk identification as a cornerstone of its risk management framework. Risk mitigation is supported by the following key elements:
• Robust Risk Governance Framework: Clearly articulated roles and accountabilities across the Board, its Committees and management to ensure strong oversight, ownership, and governance of risk matters.
• Structured Risk Identification and Evaluation: Risks are systematically identified and assessed through structured processes covering internal and external factors, including emerging risks. This is supported by tools such as scenario analysis, stress testing and regular risk reviews.
• Ongoing Risk Monitoring and Reporting: Key risk indicators and exposures are continuously monitored, with periodic reporting to the Risk Management Committee and the Board to facilitate timely and well-informed decision-making.
• Risk Mitigation and Control Framework: The Company has established appropriate risk limits, delegation of authority frameworks, internal control mechanisms and contingency plans aimed at minimising potential adverse impacts.
• Alignment with Strategic Objectives: Risk considerations are integrated into strategic planning, business decision-making and operational execution, ensuring alignment between risk appetite and growth objectives.
During the financial year, the Risk Management Committee periodically reviewed the key risks impacting the Company's operations, conducted root-cause analyses where necessary and evaluated the effectiveness of mitigation measures implemented to address such risks.
14. Internal Audit Control & Reporting:
The Company has established an independent Internal Audit function led by Head - Internal Audit and supported by team of qualified chartered accountants, experienced internal auditors and functional experts. The function operates under a Risk-Based Internal Audit framework, which is aligned with the company's risk management approach and regulatory expectations applicable to NBFCs.
The Risk Based Internal Audit Policy and Risk Based Internal Audit Plan are approved annually by Audit Committee. All the significant findings of internal audit and action taken status are discussed in the Audit Committee of the Board. Head of Internal Audit also meets the Members of the Audit Committee without the presence of management on quarterly basis.
Periodic branch audits, continuous concurrent audits and risk-based process audits, information systems and information security audits are part of internal audit annual plan. The internal audit function provides independent assurance on adequacy and effectiveness of internal controls, governance, process and risk management framework across the organization.
15. Directors and Officers (‘D&O’) Insurance:
As per the provisions of the Act and in compliance with Regulation 25(10) of the SEBI LODR Regulations, the Company has taken a D&O Liability Insurance policy on behalf of all Directors including Independent Directors and officers of the Company for such quantum and for such risks as determined by the Board.
16. Fixed Deposits (‘FD’) program:
Pursuant to the instructions issued by NHB as a condition for approval of the change in control & management of the Company, the Company has stopped accepting any fresh or renewal of deposits from public from May 2019. Your Company's FD programme is rated, CARE AA (stable) by CARE Ratings Ltd. As on March 31, 2026, your Company's outstanding FDs including accrued interest (excluding unclaimed matured deposit) are 10.46 crores. The Company is regular in payment of interest and maturity amount dues to depositors without any delay or default. The Company has maintained SLR security deposits with Government Bonds/Fixed Deposits for amount more than the stipulated requirements by the
Regulators for repayment of these deposits as and when required by the depositors.
As per Para 58 of the RBI (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025 the details of Company's unclaimed matured public deposit accounts of depositors, after the date on which the deposit became due for repayment and the total amount due under such unclaimed/ unpaid accounts as on March 31, 2026 are mentioned below :
a. Total 52 nos. of accounts of fixed deposits of the Company which have not been claimed by the depositors after the date on which the deposit became due for repayment.
b. Total amount of 111,80,697 is due, under such accounts remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid.
For the unclaimed deposits as mentioned above, the Company has taken the following actions:-
i) The Company continuously contacts the FD holders through SMS/ call/ postal letters to obtain the depositors' instructions so as to ensure repayment of the unclaimed deposits.
ii) The Company also contacted the depositors or nominee or sourcing agent through our local branches, requesting them to complete the formalities for receiving the maturity payments of FDs.
17. Unclaimed/ Unpaid Dividend and Interest:
During the financial year under review, your Company transferred unclaimed Interim dividend of 194,844/- for the financial year 2017-18 and interest of 179 on matured debentures which remains unclaimed for the financial year 2018-19 to the Investor Education and Protection Fund ('IEPF'), established by the Central Government on September 16, 2025 and on January 21, 2026 respectively. During the financial year under review, no shares were transferred by the Company to IEPF. Your Company has duly complied with all applicable provisions of Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') regarding Unclaimed/ Unpaid Dividend and Interest.
18. PMAY 2.0 Urban - Interest Subsidy Scheme (ISS) :
The Ministry of Housing and Urban Affairs (MoHUA), Government of India is implementing the Interest Subsidy scheme 'ISS' under Pradhan Mantri Awas Yojana - Urban 2.0 (PMAY-U 2.0) to support the eligible beneficiaries by providing the interest subsidy on Home Loans and to address the housing needs of 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 subsidy on home loan to enable EWS/LIG/MIG borrower/ beneficiary to buy or construct the house.
This PMAY scheme was implemented through 4 verticals:-
i) Beneficiary lead construction (BLC)
ii) Affordable Housing in partnership (AHP)
iii) Affordable Rental Housing (ARH)
iv) Interest Subsidy Scheme (ISS)
PMAY 2.0 claim and Disbursement Status as on March 31, 2026
Aadhar Housing has also executed MOU for availing benefits under various Schemes of PMAY 2.0 ISS with National Housing Bank on November 5, 2024. The Company has submitted the claim for subsidy to NHB from time to time under the PMAY scheme.
(i) Total PMAY claim received in PMAY 2.0 ISS till March 31, 2026 is for 12,466 loan accounts (EWS/LIG - 10,996 Loan accounts & MIG - 1,470 Loan Accounts)
(ii) Till March 31, 2026, 140.50 crores subsidy has been released to customers covered under PMAY 2.0 ISS (EWS/LIG customers - 135.49 crores & MIG customers - 15.00 crores)
19. Reserve Bank of India (‘RBI’)/ National Housing Bank (‘NHB’) Regulations/Directions:
The RBI has continuously endeavoured to optimise its regulatory framework. The RBI/ NHB has issued several Directions/ Regulations/ Guidelines/ Advisories throughout the year and your Company is adhering to the same during the year as per applicability. Your Company is having a valid NHB License for carrying on business of Housing Finance Company.
During the year RBI has consolidated the various Directions as applicable to our Company. The RBI/ NHB Directions/ Regulations/ Guidelines/ Advisories are placed before the Board of Directors at regular intervals with Compliance update on the same. The Company has implemented and formulated policies and procedures as applicable.
While the RBI serves as the principal regulator for the Company, supervisory oversight continues to rest with the NHB. Various inspection observations of NHB were satisfactorily complied and resolved and reported to the Board.
During the year, Mr. Pratik Rajendra Jariwala was appointed as the Chief Compliance Officer with effect from 15th August, 2025, following the retirement of Mr. Sreekanth V. N., who stepped down from the position on 14th August, 2025. The appointment was made in accordance with the requirements specified under RBI Circular No. DOS.CO.PPG/ SEC.01/11.01.005/2022-23 dated 11th April, 2022.The Chief Compliance Officer also meets the Members of the Audit Committee without the presence of management on quarterly basis.
To further strengthen the Company's compliance framework the Company has implemented compliance management tool. This system facilitates timely tracking, reporting, and escalation of compliance requirements, thereby strengthening Company's commitment towards regulatory governance.
There have been no delays in filing the necessary disclosures, returns and necessary forms with respect to Foreign Direct Investment for the financial year under review. There were no fines/penalties levied by the RBI during the year 2025-26. All the Directors meet the fit and proper criteria stipulated under the RBI Master Direction, as amended from time to time.
As per the Master Circular- Returns to be submitted by Housing Finance Companies (HFCs), the Company has duly 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 also registered for taking SARFAESI Action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI Act") and the same has been notified by NHB.
20.Capital Adequacy and Transfer to Special Reserve
As per the Reserve Bank of India (Housing Finance Companies) Directions, 2025, the Company is required to maintain a minimum capital adequacy of 15% on a standalone basis. The Capital Adequacy Ratio (CAR) of your Company was at 42.49% as on March 31, 2026, as compared to the regulatory requirement of 15%. The following table sets out Company's Capital Adequacy Ratios as at the end of last 3 financials years:
|
Particulars
|
As on March 31
|
|
2026
|
2025
|
2024
|
|
Capital Adequacy Ratio (CRAR)
|
42.49%
|
44.61%
|
38.46%
|
|
CRAR - Tier I Capital
|
41.96%
|
44.07%
|
37.74%
|
|
CRAR - Tier II Capital
|
0.53%
|
0.54%
|
0.72%
|
In addition, the National Housing Bank Act, 1987 also requires that your Company transfers minimum 20% of its annual profits to a Special Reserve fund, which the Company has duly complied.
21. Principal Business Criteria for HFCs
RBI vide its circular number RBI/DoR/2025- 26/365DoR.FIN.REC.284/03-10-119/2025-26 dated November 28, 2025 defined the principal business criteria for HFC's as follows:
a. It is an NBFC whose financial assets, in the business of providing finance for housing, constitute at least 60% of its total assets (netted off by intangible assets).
b. Out of the total assets (netted off by intangible assets), not less than 50% should be by way of housing financing for individuals.
The Company has complied and is meeting the aforesaid principal business criteria for HFC as detailed below :.
|
Particulars
|
As on March 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
|
18,107.09
|
|
Individuals
|
|
|
Percentage of housing finance
|
65.42%
|
|
to total assets (netted off
|
|
|
intangible assets)
|
|
|
Percentage of individual
|
65.42%
|
|
housing finance to total assets
|
|
|
(netted off intangible assets)
|
|
|
Percentage of individual
|
100%
|
|
housing finance to housing
|
|
|
finance
|
|
22. Insurance Regulatory and
Development Authority of India (IRDAI):
The Company is registered with IRDAI as Corporate Agent - Composite, bearing registration number CA0012 with validity till March 31, 2028. The Company has executed Corporate Agency agreement with the insurers : Pramerica Life Insurance Limited, Go Digit General Insurance Limited and Bajaj General Insurance Limited.
During the FY 2025-2026, the Company has complied with Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015 and all other relevant regulations
/ circulars and guidelines issued by IRDAI. Also the Company has, duly filed/ submitted various returns, reports and intimations within the prescribed time¬ limit. No penalties/fine were levied by the IRDAI during the FY 2025-2026.
23. Trade Marks Registration for the Company:
Aadhar Housing owns a combination of trademarks to establish and protect our brands, logos and marketing designs. The Company has 14 trademarks registered with the Registrar of Trademarks under the Trade Marks Act, 1999.
24. Fair Practice Code, KYC norms,
Anti Money Laundering standards and Policy for prevention, prohibition and Redressal of Sexual Harassment:
The Fair Practice Code, KYC Norms and Anti Money Laundering (AML) Standards as per the guidelines issued by the NHB/RBI from time to time are invariably adhered to and duly complied by the Company. The Company has put in place Board approved robust Know Your Customer (KYC) & Anti Money Laundering (AML) Measures Policy ('KYC & AML Policy') for compliance by the branches and the same is reviewed by the Board periodically. The Internal Auditors conducted the audits of the branches to ensure adherence of these AML standards during the financial year under review. The quarterly reporting under KYC & AML policy has been submitted to NHB within the due dates for intimation.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder ('the POSH Act') for prevention, prohibition and redressal of complaints of sexual harassment at workplace. The Company has also constituted an Internal Committee (IC) in compliance with Section 4 of the POSH Act.
During the financial year under review, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the 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 the financial year: 01
b) Number of complaints filed during the financial year: 03
c) Number of complaints disposed of during the financial year: 04
d) Number of complaints pending as at end of the financial year: Nil
25. Internal Financial Control Measures/System:
The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an Internal Audit function which is responsible for independently evaluating the adequacy and effectiveness of all internal controls, risk management, governance, processes and compliance mechanisms across the organization.
While conducting audit, the Internal Audit function also ascertains the extent of adherence to regulatory guidelines, legal requirements, internal policies and standard operating procedures and provides timely feedback to the management for corrective and preventive action. Internal Audit reports are discussed with the management and all significant internal audit findings and action taken thereon are periodically placed before the Audit Committee for review and guidance. Audit Committee evaluates the performance of the internal audit function and reviews the adequacy and effectiveness of the internal control systems, risk management processes and compliance with regulatory guidelines.
Concurrent Audit Portal:
Aadhar Housing has launched the Web-based Concurrent Audit Portal (AHFL Audit Application), developed with support from the in-house IT team. This platform enables auditors to raise observations and monitor actionable items seamlessly within the system building transparency and accountability.
The portal serves as a centralized repository for capturing and preserving audit observations. Additionally, it facilitates end-to-end tracking of observations and helps capture auditee responses along with corrective actions and closure status, replacing the manual tracking of the same in excels and emails.
26. Auditors
Statutory Auditors, their Report and Notes to Financial Statements:
The Joint Statutory Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Joint Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.
M/s S. R. Batliboi & Associates LLP, Chartered Accountants continues to be the joint statutory auditor of the Company. The tenure of M/s. Kirtane & Pandit LLP, Chartered Accountants as joint statutory auditors is completing at the ensuing Annual General Meeting.
The Audit Committee and the Board at their meetings held on March 26, 2026 and May 5, 2026 respectively have recommended the appointment of M/s. N.M. Raiji & Co, (Firm Registration No 108296W), Chartered Accountants as Joint Statutory Auditors to hold office for a period of three consecutive years i.e. from FY 2026-2027 till the conclusion of Annual General Meeting to be held for FY 2028-2029 for the approval of the Members. Details of their appointment forms part of the Notice of the 36th Annual General Meeting. M/s. N.M. Raiji & Co, holds a valid peer review certificate.
Secretarial Audit and Secretarial Compliance Report :
At the 35th Annual General Meeting held on July 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 of the Company for a term of 5 (Five) consecutive years commencing from FY 2025-2026 till FY 2029-2030, pursuant to Regulation 24A and other applicable provisions of the SEBI LODR Regulations and section 204(1) of the Act. The Secretarial audit report in Form MR- 3 for financial year 2025-26 is attached as Annexure 1 to the Board's report.
There are no qualifications or adverse remarks in the Secretarial Audit Report for the financial year 2025-26.
A copy of the Annual Secretarial Compliance Report for the financial year 25-26, signed by the secretarial auditor is available on the website of the stock exchanges and uploaded on the website of the Company at https://aadharhousing.com/investor- relations/disclosures-under-regulation-62-of-the- sebi-lodr-regulation-2015-pdfannual-secretarial- compliance-report.
Cost records and Auditors:
The provisions mandating maintenance of Cost Records and conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.
Corporate Governance report and Compliance Certificate:
The Corporate Governance report as stipulated under Schedule V Part C of the SEBI LODR Regulations forms part of this Annual Report.
The Compliance certificate as required under Schedule V Part E of the SEBI LODR Regulations, confirming compliance with the requirements of Corporate Governance received from M/s Aashish K. Bhatt & Associates, Company Secretaries, is attached as Annexure 2 to the Board's report.
I n accordance with Part D of Schedule V of the SEBI LODR Regulations, declaration from Managing Director & CEO of the Company has been received confirming that all the Directors, Key Managerial Personnel and the Senior Managerial Personnel of the Company have affirmed the compliance and have also complied to the Code of Conduct of Directors and senior management for the financial year ended March 31, 2026 and is attached as Annexure 3 to this Report. The said code is hosted on the website of 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
27. Reporting on various Corporate Governance Regulations & Compliances under the Act:
i) Annual Return as per section 134(3)(a):
During the year 2025-26, the Annual General Meeting for the financial year 2024-25 was duly held on July 29, 2025 and the Annual Return was filed within prescribed time limit.
As provided under section 92(3) and 134(3)(a) of the Act, Annual Returns of the Company are placed 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 of Directors met periodically/as and when required, to deliberate various issues, policy matters and take suitable decisions etc. The details of Board of Directors and their Meetings and also various other Board level Committee Meetings are furnished separately under the Corporate Governance Report, which forms part of this Annual report.
iii) Directors’ Responsibility Statement under section 134(3)(c):
As required by section 134(3)(c) read along with section 134(5) of the Act, the Board of Directors state that:
a. in the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, the applicable Accounting Standards
had been followed and there were no material departures from the same;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual financial statements on a going concern basis;
e. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
iv) Details of Fraud Reporting to NHB & as per provisions of section 134 (3) (ca) read with section 143 (12) of the Act:
a) There were no material fraud cases amounting to 11 crore or above, detected and required to be reported during the FY 2025-2026, as per the provisions of section 134 (3) (ca) read with section 143 (12) of Act to the regulatory authorities.
b) Frauds of value involved for 11 lakh & above and frauds committed by unscrupulous borrowers, detected, during the FY 2025-2026 - the Company has duly reported 39 fraud cases as per Circular(s)/ Guidelines, issued by National Housing Bank/ Reserve Bank of India.
v) In terms of section 134(3)(d) of the Act, your Board states that the Independent Directors have given a declaration under section 149(7) of the Act and Regulation 25(8) of the SEBI LODR Regulations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations.
vi) With regard to section 134(3)(e) of the Act, the Company has duly followed the Nomination Remuneration & Evaluation Policy (NRE Policy), which, inter alia, lays down the approach for diversity of the Board, criteria for identifying the persons who are qualified to be appointed as Directors, Key Managerial Personnel (KMP) & Senior Managerial Personnel of the
Company, along with the criteria for determination of remuneration and evaluation of Board of Directors/ Committees (including Independent Directors) and KMPs/Senior Managerial Personnel of the Company and includes other matters, as prescribed under the provisions of Section 178 of the Act. During the financial year under review, the NRE policy has been reviewed by the Board of Directors at its Meeting held on January 30, 2026. Further pursuant to provisions of RBI Master Directions, the Company has obtained Fit & Proper declarations and Deed of Covenants and various other declarations duly signed by all the Directors of the Company.
The aforesaid policy is available on the website of the Company, i.e. https://aadharhousing.com/investor- relations/policies
vii) I n terms of section 134(3)(g) of the Act, the Company has not made any Investment through two or more layers of Investment Companies, pursuant to provisions of section 186(1) of the Act. Further, the Company being Housing Finance Company, all loans are in the ordinary course of business and details of the investment made by the Company are disclosed in Financial Statements and Notes of Accounts, thereto, which forms part of this Annual Report.
viii) Particulars of transactions with related parties under section 134(3)(h) and section 188 of the Act:
The transactions with related parties are entered as per the Related Party Transaction Policy of the Company, pursuant to provisions of section 188 of the Act, read with the rules made thereunder and Regulation 23 of SEBI LODR Regulations, after taking necessary approval of Audit Committee of the Board.
A quarterly update is also given to the Audit Committee and the Board of Directors on the Related Party Transactions ('RPTs') undertaken by the Company for their review and consideration and disclosures of RPTs are also submitted to BSE and NSE on a half¬ yearly basis.
Apart from payment of sitting fees and commission to Independent Directors, there is no pecuniary relationship or transactions of the Independent/ Non-Executive Directors vis a vis the Company. The details with respect to the related party transactions are mentioned in the notes to the financial statements audited for the financial year ended March 31, 2026.
There are no transactions to be reported as per Section 188 of the Act read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and hence the disclosure of related party transaction as required in the prescribed Form AOC - 2 is not applicable.
During the financial year under review, the Company has not given any loans and advances in the nature of 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 in the annual accounts of the Company pursuant to Regulations 53 (f) read with paragraph A of Schedule V of the SEBI LODR Regulations is not applicable to the Company.
The Audit Committee on March 31, 2025 has approved the omnibus transaction limits for RPTs with related parties and Directors for the financial year 2025-26 as per the note/limits circulated to the Committee with clarifications.
During the financial year under review, the Company has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.
The Related Party Transaction Policy of the Company, duly approved by the Board can be accessed on the website of the Company at link provided below: https://aadharhousing.com/investor-relations/policy- on-related-party-transaction
ix) Meetings of the Board and its Committees:
Board
The Board of Directors of your Company meet at regular intervals to discuss and decide on the Company's performance and strategies. During the 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, December 18,2025, January 30, 2026 and March 17, 2026.
Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.
Your Company has the following 12 (Twelve) Board- level Committees, which have been established in compliance with the requirements of the business and relevant 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 Committees including details of their Meetings, composition and
attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.
x) Transfer of profits to Reserves:-
In terms of section 134(3)(j) of the Act, the Company has transferred a sum of 1219.10 crores to the Special Reserves under Section 29C of National Housing Bank Act, 1987 and Section 36(1)(viii) of the Income Tax Act, 1961, in addition to other provisions created during the financial year under review as per the audited financials submitted to the Board.
xi) In order to conserve the resources for better growth opportunity, there was no dividend recommended or declared during the financial year under review, which is in line with the Dividend Distribution Policy of the Company. The policy is available on your Company's website athttps://aadharhousing.com/investor- relations/dividend-distribution-policy
xii) Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, in terms of Section 134(3) (l) of the Act:
There were no other material changes and commitments affecting the financial position of the Company.
xiii) Statement containing salient features of the financial statements of subsidiaries or associates companies or joint venture:
A report on the performance and financial position of the Company's Subsidiary as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure 4 to the Board's Report. The Company does not have any associate companies or joint ventures as on March 31, 2026.
xiv) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014: Conservation of Energy
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, the Company always takes adequate measures to ensure optimum utilization and maximum possible saving of energy. The Company has implemented processes to install energy efficient devices in the branches such as 5-star Air conditioners mostly along with VRV/VRF etc. The Company is
also installing energy-efficient devices such as LED Lights, etc. in all the branches. The Company has deployed energy-efficient printing machines in some branches which consume very minimal energy for printing and scanning. The Company has just started procuring UPS, which runs on Lithium-ion batteries to reduce carbon footprint against lead acid batteries. The Company endeavours to follow mostly green procurement wherever possible to reduce energy consumption and reduce the overall carbon footprint.
Technology Upgradation
During the year, Aadhar Housing advanced its digital transformation journey by deepening application- level capabilities, strengthening infrastructure and fortifying cyber security. The Company's focus remained on enhancing customer experience, ensuring regulatory compliance and building a resilient digital ecosystem that supports growth and innovation.
A major thrust was placed on digital sales and customer onboarding, where new platforms streamlined vendor onboarding, standardized lead creation for Direct Selling Agents and introduced a self-service digital journey enabling customers to complete applications and receive instant offer. Across the loan lifecycle, the Company digitized critical processes with modules for one-time settlements, asset auctions and credit line automation. Online prepayment options were introduced through secure link-based systems, offering customers greater convenience and improving collection efficiency. These innovations collectively strengthened operational control and transparency in loan management. To drive process efficiency and workflow management, the Company upgraded its document tracking system, automated court record updates and launched the Green Hatz Portal to centralize ideation and innovation collaboration amongst staff. Automated NHB ADF data submission ensuring prompt and correct reporting to regulators, while portal-based user access recertification strengthened IT governance. Integration with government schemes was also strengthened through seamless connectivity with the PMAY portal, ensuring smoother processing of applications under flagship initiatives.
On the technology infrastructure front, the Company modernized its branch network with cloud-managed Cisco Meraki-systems across branches, ensuring standardized architecture and consistent service quality. Cyber security was fortified through centralized identity and access management across key branches, enabling role-based access control and strengthening the zero-trust framework. The adoption of Secure Access Service Edge unified cloud security, web filtering, and data loss prevention, while mobile data management solutions safeguarded mobile email access under conditional zero-trust policies. Continuous cyber risk posture monitoring was
introduced through security rating platform, providing independent visibility into external attack surfaces and rectification tracking.
Collectively, these initiatives underscore Aadhar Housing's commitment to building a future-ready digital enterprise. By integrating advanced applications, intelligent automation, robust infrastructure and comprehensive cyber security, the Company has positioned itself to deliver superior customer experiences, maintain regulatory excellence, and sustain operational resilience in an increasingly digital financial services landscape.
Foreign exchange earning and outgo:
The foreign exchange earnings and outgo etc. and other provisions of reporting as per the Act are given below as applicable to the Company during the year under review.
|
Particulars
|
As at March 31, 2026
|
As at March 31, 2025
|
|
Amount (K in crores)
|
Amount (K in crores)
|
|
Foreign Exchange
|
39.94
|
6.05
|
|
outgo
|
|
|
|
Foreign Exchange
|
433.87
|
437.28
|
|
inflow
|
|
|
Business Responsibility and Sustainability Reporting:
In accordance with Regulation 34(2)(f) of the SEBI LODR Regulations, 2015, the top 1,000 listed companies based on market capitalization are required to include a Business Responsibility and Sustainability Report (BRSR) in their Annual Reports. Accordingly, the BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report as Annexure 5.
xv) Corporate Social Responsibility under Section - 134(3)(o):
Your Company has in place, Corporate Social Responsibility Policy, as per the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 ('CSR Rules'), which lays down the guidelines and mechanism for undertaking socially useful projects for welfare and sustainable development of the community at large. During the financial year under review, the CSR policy has been reviewed by the Board of Directors at its Meeting held on May 6, 2025. According to the provisions of the Act, the Corporate Social Responsibility Committee was formed by the Company. The annual report on CSR activities, the total amount of CSR contribution and payment details are given in Annexure 6 to this
Board's Report. The Company has duly transferred the unspent amount relating to ongoing projects to a special account called the Unspent Corporate Social Responsibility Account 2026, in accordance with sub-section (6) of the CSR Rules within 30 days from the end of the financial year 2025-26. The amount shall be spent by the Company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer.
The CSR Policy is available on the website of the Company, i.e. https://aadharhousing.com/investor- relations/policies
xvi) Formal Annual Evaluation of the Board, its Committees and of individual directors under section 134(3)(p) and rule 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 the Board, its Committees and of individual Directors, was carried out during the year. The NRC of the Board has laid down the manner in which annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. The evaluation is based on various parameters as defined in the Nomination Remuneration and Evaluation policy of the Company. The performance of Non-independent Directors, Chairperson of the Board, the Board as a whole,and the Committees of the Board has been evaluated by Independent Directors in a separate meeting held on March 10, 2026. The Board was briefed on the recommendations of the Nomination & Remuneration Committee and of the Separate Meeting of Independent Directors. The Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors.
The Nomination and Remuneration Committee has also evaluated the Directors/ KMPs at the time of their appointment.
xvii) Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year, in terms of rule 8 (5) (iii a) of Companies (Accounts) Rules, 2014 as amended :
The Independent Directors are selected as per the applicable provisions of Act, read with RBI Master Directions 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. All the Independent Directors of the Company have strong academic background and having long stint experience with renowned Government and private organizations/corporates. The integrity/ expertise of the Directors have been evaluated at the time of appointment and every year by the Board and NRC at their respective meetings.
Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by any body, institute or association, as may by notified by the Central Government, and are either exempt or have completed the online proficiency self- assessment test conducted by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.
xviii) Secretarial Standards of Institute of Company Secretaries of India
Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India ('ICSI') on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
xix) Vigil Mechanism / Whistle Blower Policy:
In terms of section 177(9) of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, read with the SEBI LODR Regulations, the Board of Directors has put in place a Vigil Mechanism and adopted a Whistle Blower Policy to provide for adequate safeguards against victimization of employees and directors who may avail of the vigil mechanism/ whistle blower policy, by directly sending mail to the Chairperson of the Audit Committee. The Company affirms that no person was denied access to the Audit Committee.
These provisions are already circulated to the employees through the intra-net and the same is also 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 Whistle Blower Policy has been reviewed by the Board of Directors at their meeting held on July 25, 2025.
xx) Investments, loans and guarantees given by the Company:
Your Board further states that during the financial year under review, your Company did not make any major investment in other companies, bodies corporate, provided loans and given guarantees, etc. above the
limits prescribed under section 186 the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, as applicable to the Company. Details of Investments made, loans and guarantees given by the Company are disclosed in the financial statements for financial year 2025-26.
xxi) Name of the companies, which have become 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 or Tribunals, impacting the going concern status and Company’s operations in future : NIL
xxiii) Human Resources:
At Aadhar Housing, people constitute a core pillar of the Company's long-term progress and organizational strength. The Company recognizes its workforce as a key driver of performance, resilience and sustainable growth. People-first philosophy is embedded across organizational practices, fostering an environment that supports engagement, development and empowerment. In recognition of this sustained focus, Aadhar has been named among India's Top 50 Best Workplaces 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 Housing has grown steadily from 4,583 employees last year to 5,430 employees at the end of this year. The Company strengthened leadership capability, workforce readiness and internal mobility through structured development frameworks and talent initiatives such as fast-track career growth programs and internal job postings, supported by a robust blended learning ecosystem. Employee engagement and well-being were enhanced through a comprehensive Engagement and Well-being Calendar, encompassing cultural celebrations, wellness initiatives, health check-ups, and community-building activities, while women- focused programmes advanced inclusion through targeted support and capability-building initiatives. Recognition and transparent communication remained core to the employee experience, with the rewards and recognition programme, long-service awards, and regular leadership town halls fostering trust and shared ownership.
Collectively, these integrated efforts reinforce the Company's commitment towards building a meaningful employee experience and a culture shaped by trust and teamwork.
xxiv) Training & Development :
At Aadhar Housing, capability building remains a 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 objectives through a blended, scalable learning ecosystem designed to enhance functional, behavioural and leadership capabilities across the organization.
This year, we launched Aadhar Gurukul - Learning Management System (LMS) with a mobile-first philosophy, the platform provides employees with user-friendly access to diverse learning content and seamless management features, effectively making professional development accessible anytime and anywhere while significantly enhancing the overall employee experience.
To ensure role readiness and rapid integration, the Company implemented several structured onboarding and functional programs. The 'Praarambh' initiative provides a role-based induction for all new hires, while 'Induct Right' offers a phased onboarding journey for Sales employees (M0-M3) to reduce time- to-productivity through a structured model. These are complemented by regular functional training sessions across all business and enablement units, which serve to communicate critical policy updates, bridge operational gaps and maintain high levels of job effectiveness.
Complementing technical training, Aadhar Housing places a heavy emphasis on behavioural and soft skills development. Targeted interventions for frontline and leadership teams focus on core competencies such as communication, conflict management, negotiation and a growth mindset to drive collaboration and accountability. Leadership development follows a laddered approach to secure a future-ready pipeline, highlighted by the Leadership Symposium on emerging trends like AI, a residential program at 11M Indore for high-potential mid-managers, and the 'We LEADD' initiative in partnership with the Great Managers Institute targeted at Branch Manager development.
Furthermore, the Company has successfully expanded its outreach by training 2,636 Village Level Entrepreneurs (VLEs) to support rural market growth. This expansion is underpinned by a strict commitment to compliance, with mandatory training in AML/KYC, POSH, and Information Security to
reinforce ethical conduct. Finally, the "Championing Customer Service" program ensures that a customer- first mindset is embedded throughout the workforce, utilizing case-based learning to standardise service excellence and improve responsiveness across all customer touchpoints.
xxv)Details of Employee Stock Option Plan Schemes implemented by the Company:
a) Aadhar Housing Finance Limited - Employee Stock Options Plan, 2018 (‘ESOP Plan 2018’):
The ESAR scheme was approved in March, 2018 by the previous promoter group and at the Meeting held on January 24, 2024, the shareholders approved the amendments and changes to the ESAR scheme and rechristened it's name as Aadhar Housing Finance Limited - Employee Stock Options Plan, 2018 ('ESOP Plan 2018') to align the ESOP Plan 2018 with the requirements of the SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021. As at the end of financial year 25-26, there are no outstanding stock 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 term commitment of the employees towards the growth of the Company, the ESOP Plan 2020 was introduced with the approval of Board & Shareholders. ESOP Plan 2020 was originally approved by the Members of the Company on April 27, 2020 and further amended by members through special resolutions passed at the extra-ordinary general meetings of the Company held on March 13, 2021, March 23, 2022, May 26, 2022 and January 24, 2024 and ratified at the 34th Annual General Meeting of the Company held on September 14, 2024.
As on March 31, 2026, total number 93,35,814 stock options were granted and outstanding to the identified & eligible existing employees including the Whole Time/ Executive/ Managing Director(s) of the Company 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 share the value they create for the Company in the years to come. Therefore, the new ESOP Plan 2025 was introduced with the approval of Board on October 10, 2025 & Shareholders on November 16, 2025 through special resolutions passed by way of postal ballot. The maximum number of ESOPs that may be granted under the ESOP Plan 2025 has been 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 Stock Option 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 lapse or clawed back on cessation of employment or any other conditions as set out in ESOP 2020 then it can be regranted under this Plan.
Such Options as mentioned in (ii) and (iii) from the ESOP Plan 2020 pool shall be deemed to be transferred to and form part of the pool of Options available for Grant under the new ESOP Plan 2025, subject to the same terms and conditions 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 amendments to the aforesaid Plans during FY 2025-26. The Disclosures in compliance with SBEB Regulations are uploaded on the website 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 Plan 2020 and ESOP Plan 2025, will be available at the ensuing AGM of the Company for inspection by the Members.
xxvi) Buy-back of the Company’s own shares:
During the financial year under review, the Company did not make any buy back of any of its shares or share equivalent/stock options during the financial year under review, hence the provisions of section 68 of the Act, are not applicable.
xxvi) Particulars of employees in receipt of remuneration above the limits and other applicable provisions of the Act:
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-
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Name of Director and Designation
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the ratio of the remuneration to the median remuneration of the employees of the company for the financial year
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% increase/ (decrease) in remuneration
|
|
Mr. O. P. Bhatt, Chairperson and Non- Executive Independent Director*
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19.71
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(2.45%)
|
|
Mr. Raj Vikash Verma, Chairperson and Non- Executive Independent Director**
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Nil
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NA
|
|
Mrs. Sharmila A. Karve, Independent Director
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4.82
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(5.56%)
|
|
Dr. Punita Kumar Sinha, Independent Director***
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4.08
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NA
|
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Mr. Amit Dixit, Non-Executive (Nominee) Director
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NA
|
NA
|
|
Mr. Mukesh Mehta, Non-Executive (Nominee) Director
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NA
|
NA
|
|
Mr. Prateek Roongta, Non-Executive (Nominee) Director
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NA
|
NA
|
|
Mr. Deo Shankar Tripathi, Executive Vice Chairman#
|
45.69
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7%
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|
Mr. Rishi Anand, Managing Director and CEO#
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47.23
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12%
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*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 during FY 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 commission during 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 options exercised 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 under Employee 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 the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof 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 perquisite value 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 of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is available on the Website of the Company at 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 remuneration which, in the aggregate, was in excess of that drawn by the managing director or whole-time director and who held by himself or along with his spouse or dependent children, not less than two percent of the equity shares of the Company.
(ix) None of the Directors receive any commission or remuneration from holding or subsidiary of the Company.
xxv30 Other Statutory disclosures
(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 Financial Institutions. Therefore, the requirement to disclose details of difference between amounts of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.
(iii) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
(iv) The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
(v) During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(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 Maternity Benefits Act, 1961.
xxix) Details of utilization of funds raised through preferential allotment or qualified
institutional placement as specified under Regulation 32(4) of the Listing Regulations:
During the financial year under review, the Company has not done any preferential allotment or qualified institutional placement of equity shares.
Acknowledgement by the Management:
Your Board of Directors would like to place on record their sincere gratitude to the shareholders, customers, debenture holders, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, all Bankers to the Company, Central & State government departments, Tax Authorities, other stake-holders and all other business associates for their continued support during the financial year under review. The Directors would also like to thank the BSE Ltd., National Stock Exchange of India Limited, National Securities Depository Limited and Central Depository Services (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, BCP Asia 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 the growth 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 of Aadhar 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, 2026 Place: Mumbai
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