Your Board of Directors' ("the Board") are pleased to present this 39th Annual Report on the performance of your Company (the "Company") along with the Audited Financial Statements for the Financial Year ended on March 31,2026 ("FY26").
1. COMPANY OVERVIEW:
Can Fin Homes Limited, a Housing Finance Company promoted by Canara Bank, was incorporated in 1987, the International Year of Shelter for the Homeless. The Company was incorporated under the Companies Act, 1956. Your Company is a first housing finance Company floated by any Nationalised Bank in the Country. The objective of setting up the Company is to promote home ownership & to increase the housing stock in the country. With a strong presence in emerging urban and semi-urban markets, your Company is committed to expanding access to formal housing credit, particularly for low and middle-income families and underserved customer segments.
Your Company is registered with the National Housing Bank ("NHB") / Reserve Bank of India ("RBI") as a deposit-taking Housing Finance Company and with Insurance Regulatory and Development Authority of India ("IRDAI") as a Corporate Agent (Composite). The equity shares of the Company are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").
2. FINANCIAL RESULTS:
Your Company's financial performance during the year reflects sustainable, consistent, and quality growth. The key highlights of the Audited Financial Statements of your Company for the Financial Year ended on March 31,2026 ("FY26"), along with a comparison with the previous financial year ended on March 31,2025 ("FY25") are summarized below:
|
Particulars
|
Year ended
|
Year ended
|
|
31st March, 2026
|
31st March, 2025
|
|
Profit before Tax & Provisions
|
1,34,318.34
|
1,15,324.60
|
|
Less: Impairment on financial instruments
|
3,961.83
|
7,577.55
|
|
Profit before Tax
|
1,30,356.51
|
1,07,747.05
|
|
Less: Tax expenses:
|
-
|
-
|
|
(a) Provision for Tax - Current Year
|
28,634.68
|
24,218.91
|
|
- Previous Year
|
(1,428.09)
|
(1,852.11)
|
|
(b) Deferred Tax
|
(5,425.30)
|
(336.29)
|
|
Profit after Tax
|
1,08,575.23
|
85,716.54
|
|
Add: Other Comprehensive Income
|
-
|
-
|
|
A. Items that will not be reclassified to profit or loss
|
|
|
|
(i) Actuarial (Gain)/ loss
|
34.59
|
(49.51)
|
|
(ii) Income tax relating to items that will not be reclassified to profit or loss
|
(8.71)
|
12.46
|
|
B. Items that will be reclassified to profit or loss
|
-
|
-
|
|
(i) Income tax relating to items that will be reclassified to profit or loss
|
-
|
-
|
|
Other Comprehensive Income
|
25.88
|
(37.05)
|
|
Total Comprehensive Income for the period
|
1,08,601.11
|
85,679.49
|
|
Balance brought forward from previous year
|
1,19,400.34
|
86,172.16
|
|
Retained Earnings at the beginning of the year
|
2,28,001.45
|
1,71,851.65
|
|
Transfer to Special Reserve u/s.36(1)(viii) of the Income Tax Act, 1961
|
26,000.00
|
22,000.00
|
|
Transfer to General Reserve
|
21,720.22
|
17,135.90
|
|
Additional Reserve (u/s.29C of the NHB Act)
|
-
|
-
|
|
Dividend (including interim dividend)
|
17,310.03
|
13,315.41
|
|
Tax on Distributed Profits
|
-
|
-
|
|
Balance carried forward to balance sheet
|
1,62,971.20
|
1,19,400.34
|
|
Retained Earnings at the end of the year
|
2,28,001.47
|
1,71,851.65
|
Note: (i) Figures for the Previous Year have been rearranged / regrouped wherever necessary while preparing the statements as per IND-AS requirements.
(ii) The interim dividend of '7.00 per equity share of face value of '2/- each paid by the Company during December 2025 has been accounted.
(iii) The proposed dividend of '8.00 per equity share has not been recognized as a liability in the annual accounts as at 31st March 2026 (in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as a liability upon approval by the shareholders at the 39th Annual General Meeting (AGM).
3. SHAREHOLDERS' WEALTH:
|
Particulars
|
Year ended 31st March, 2026
|
Year ended 31st March, 2025
|
|
Earnings Per Share (EPS) (')
|
81.54
|
64.37
|
|
Dividend Per Share ')
|
15.00*
|
12.00
|
|
Dividend (%)
|
750%
|
600%
|
|
Market Price per Share (')
|
783.40
|
668.70
|
|
Market Capitalization (' in Crore)
|
10,431.29
|
8,904.02
|
* During the FY 2025-26, your Company has paid an Interim dividend of '7/- per share (350%), for equity share of face value of '2/- each and has proposed final dividend of '8/- per equity share of face value of '2/- per equity share (400%) subject to the approval of shareholders at the ensuing 39th AGM. The total dividend (interim and final) paid/recommended for the year amounts to '15/- per equity share (750%) for the shareholders.
4. BUSINESS PERFORMANCE HIGHLIGHTS:
The business performance highlights of the Company
for FY 2025-26 are provided below:
a) Sanctions: The Company has sanctioned '11,148 Crore in FY 2025-26 as compared to '9,294 Crore during the previous year. Since inception, the cumulative loan sanctions by your Company stood at '96,030 Crore at the end of FY 2025¬ 26. Average ticket size of incremental housing loans and non-housing loans were '27 Lakh and '14 Lakh, respectively.
b) Disbursements: The disbursements made during the year amounted to '10,531 Crore as compared to '8,568 Crore during the previous FY 2024-25. The cumulative loan disbursements from inception to the end of the FY 2025-26 were '88,082 Crore.
c) Loans outstanding (Loan Book): The total loan book as at March 31, 2026, was '42,209 Crore, as compared to '38,217 Crore during the previous year recording a growth of around 10% over last year. At a portfolio level, housing loans constitute 68.53% and non-housing loans comprised 31.47%.
d) Non-Performing Asset (NPA): The Gross NPA of the Company as at March 31, 2026, was '357 Crore as compared to '333 Crore during the previous year. The net NPA as at March 31, 2026,
was '156 Crore as compared to '174 Crore during the previous year. The gross NPA percentage as at March 31, 2026, stood at 0.85% as compared to
0.87% as at March 31,2025. Similarly, the Net NPA percentage as at March 31, 2026, stood at 0.37% as compared to 0.46% as at March 31,2025.
e) Profits: Your Directors are pleased to inform that during the year under review, the Company recorded an Operating Profit of '1,343.18 Crore (previous year '1,153.25 Crore), Profit Before Tax (PBT) of '1,303.56 Crore (previous year '1,077.48 Crore) and Profit After Tax (PAT) of '1,085.75 Crore (previous year '857.17 Crore) which is the highest profit ever recorded since inception. During the year, the Company reversed the provision on standard assets amounting to '2.43 Crore. The provision for standard assets was made of '56.23 Crore (including management overlay amounting to '25 Crore) during the previous year. During the year, the provision was made for non¬ performing assets amounting to '42.05 Crore (previous year '19.54 Crore). Provisions for Tax Expenses (including Deferred Tax) amounting to '217.81 Crore (previous year '220.30 Crore) were made.
f) Reserves: Pursuant to Section 29C of the National Housing Bank Act, 1987, the Company is required to transfer at least 20% of its net profit every year to
the statutory reserve fund before any dividend is declared. During the financial year under review, your Company transferred '260 Crores out of the previous year's profits available for appropriation to the Statutory Reserve Fund (being the Special Reserve).
5. DIVIDEND:
Your Company has a consistent track record of dividend payments. While recommending the dividend, the Directors have considered applicable NHB and RBI guidelines, provisions under the Companies Act, 2013, Dividend Distribution Policy, long-term growth plans of the Company, minimum capital requirements and net NPA ratio, etc.
Your Directors, after giving due consideration to Capital Adequacy requirements, deferred tax liability, its impact on financial markets, the resultant impact on the Company and the Dividend Distribution Policy, have recommended a final dividend of '8/- per equity share of face of value of '2/- per share (400%), for the financial year ended March 31, 2026, subject to the approval of the Shareholders at the ensuing 39th AGM of the Company. The Board of Directors at their meeting held on December 15, 2025, had declared and paid an Interim dividend of '7/- per share (350%), for equity share of face value of '2/- each. The total amount of dividend (Interim and Final) recommended for payment/paid for the year under review is '15/- per equity share amounting to '199.73 Crore.
As per Section 393 of Income Tax Act, 2025, the Company is required to deduct Tax at Source (TDS) @ 10% on dividend payment for resident shareholders (20% in case PAN is not available or having inoperative PAN). However, in the case of resident Individual shareholders, if the aggregate dividend amount paid during the year does not exceed '10,000/- no TDS will be required. Further, no TDS shall be deducted for dividend payment to any Insurance Company and Mutual Funds specified in Schedule VII of Income Tax Act, 2025.
Moreover, as per Section 393 read with 207 of the Income Tax Act, 2025, TDS is required to be deducted @ 20% plus applicable surcharge and cess on payment of Dividend to Non-Residents.
In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(the "SEBI Listing Regulations"), your Company has formulated and adopted a Dividend Distribution Policy and is available on the website of the Company athttps://www.canfinhomes.com/Policies and Codes. The declaration of dividend is undertaken in compliance with the applicable provisions of the Reserve Bank of India (Housing Finance Companies) Directions, 2025 and the Reserve Bank of India (Non-Banking Financial Companies - Prudential Norms on Declaration of Dividends) Directions, 2025, as amended from time to time.
6. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY:
The information on the affairs of the Company has been given as part of the Management Discussion and Analysis section of the Report.
7. CAPITAL ADEQUACY:
As per the Reserve Bank of India (Non-Banking Financial Companies - Prudential Norms on Capital Adequacy) Directions, 2025, your Company is required to maintain a minimum Capital to Risk-Weighted Assets Ratio (CRAR) of 15% of its aggregate risk-weighted assets. Further, Tier II capital shall not, at any point in time, exceed 100% of Tier I capital. In compliance with the requirements, as at March 31, 2026, your Company's CRAR stood at 23.15% (previous year 25.08%).
Your Company continues to maintain capital adequacy well above the regulatory minimum, reflecting its strong capital position and financial stability.
8. DEPRECIATION:
Depreciation was calculated on the written down value method based on useful life, in the manner prescribed in Schedule II of the Companies Act, 2013.
9. DEFERRED TAX ASSET (DTA):
During the year, deferred tax asset (net) of '54.25 Crore (previous year '3.36 Crore) was considered in the Statement of Profit & Loss, on account of various components of assets and liabilities. The DTA outstanding as at March 31, 2026, was '123.52 Crore (previous year '69.35 Crore).
10. EXPANSION OF BRANCH NETWORK:
The expansion of the branch network is a key strategic initiative aimed at strengthening the organization's market presence, improving customer accessibility, and supporting long-term business growth. A well- planned expansion will enable the organization to tap
into new customer segments, deepen relationships in existing markets, and enhance overall service delivery. Your Company is continuing its expansion strategy, strengthening its presence through the prudent addition of new branches in the highly potential locations. During the year under review, the Company has opened 15 new branches to facilitate better outreach, faster turnaround of services, and improved customer experience by providing localized support. Accordingly, the Company's network reached a total of 249 branches, spread across 21 states, reinforcing its footprint and enhancing service accessibility.
11. TECHNOLOGY INITIATIVES:
Your Company has taken various Digital initiatives and Core Business Solution Transformation which have enabled the Company to connect and engage with Customers for business more efficiently, which are as follows:
^ All the branches and the Zonal Offices are connected through a core-banking platform (Integrated Business Suite) with latest technology stack. The Company has implemented Multiprotocol Label Switching (MPLS) and Internet Leased links for a higher bandwidth, security, and dedicated uptime.
^ Your Company is implementing Core Business Solution (CBS), Infrastructure and Security Solution under Project Tejas. M/s IBM India Private Limited is selected as System Integrator (SI) for this project. Scope of the work includes Functional components, Technical & Security components.
^ As part of the CBS implementation:
? Risk and Asset Liability Management & Company Borrowing and Investments applications were made live in production during Q2 FY 26. These applications help the Company to manage Risk, Data Flows, Liability, Borrowing & Investments effectively.
? Human Resource Management Tools like workforce management, engagement, & analytics, enterprise configuration, talent acquisition, compensation & benefits, training and attendance have been implemented during Q3 FY 26 to effectively engage & manage the company staff.
? General Ledger is implemented in the new system during Q2 FY 26 which helps automated transaction posting, reconciliation, and report generation.
? CBS implementation Document Management System (DMS) was implemented during Q3 FY 26 to organize the documentation digitally and maintain central repository.
? Aadhaar Data Vault was implemented during Q3 of FY 2025-26 which enables secure storage of Aadhaar numbers and ensures security, privacy and regulatory compliance.
? Cloud landing zone setup has been completed in order to manage the Applications, Databases, integrations, secure access, networking controls and security solutions.
? Software Defined Wide Area Network (SDWAN) setup has been implemented across all Branch offices for secure network & centralized management.
? New E-mail solution has been implemented across the organisation in order to have secure and reliable communication.
? Centralised Desktop Management Solution has been implementation for central management, effective patch & software deployments.
? Security Operations Centre, Endpoint DLP, Identity and Access management, Database activity monitoring, Brand monitoring etc., have been rolled out. These implementations help improve the security posture of the company.
? As part of operations & support solution of CBS project Network Operations Centre, IT Service Management tools have been configured, and access is given to all employees. This will help enhance the operational activities of the system.
? Implementation of deposits module named KIA was done in FY 2026 and LOS & LMS modules are in progress and currently are in testing phase.
^ To improve operational efficiency, your Company has implemented Central Know Your Customer (CKYC) software, Perfios and web-based Application software for Inspection & Audit. The website of your Company is interactive and user friendly. Further, your Company website has got revamped with more Business-driven capabilities. Introduction of AI-powered chatbot to provide query-specific response to existing customers, public, potential customers, shareholders and DSAs.
^ Your Company has implemented Chatbot to enable customer to avail the various services offered. Further, for broader outreach your Company has implemented Chatbot in vernacular languages like Tamil, Kannada, Telugu, Marathi and Gujarati apart from Hindi and English.
^ Your Company has digital meetings platform for Board and various Committee meetings which are paperless, secure, efficient and cost-effective. Further, the Company also has a platform for maintaining Structured Digital Database (SDD) for recording movement of Unpublished Price Sensitive Information (UPSI). Your Company has implemented reconciliation tools. On collection side, it has integrated with Bharat Bill Payment System and implemented online vendor payments with Zaggle solution.
^ Your Company is utilizing the Video Conferencing facility for Board and Committee meetings, review meetings with branches, clusters and interviews for recruitments, etc.
^ Thrust on cyber security has been given and security awareness is spread amongst employees regularly. Information on do's and don'ts to safeguard the information assets of the Company is being communicated to the employees regularly. Customers have been updated with security awareness content through SMS and Website posters.
^ Your Company is focusing on AI driven capabilities wherever possible in order to enhance operational efficiency and customer experience.
^ Your Company has implemented Anti-Money Laundering screening tool to identify and mitigate the risk of financial crimes.
^ Your Company has onboarded consultant for Assessment & Implementation of Digital Personal Data Protection Act rules.
12. CUSTOMER-CENTRIC INITIATIVES:
Your Company is committed to a "Customer-First" philosophy, built on the pillars of transparency, accessibility, and digital innovation. Our recent initiatives are designed to simplify the housing finance journey and provide unparalleled support to our customers.
1. Visual Guidance & Information Empowerment
To ensure our customers make well-informed financial decisions, we have transformed our branches into comprehensive information hubs:
• Educational Collateral: Availability of leaflets in all the branches that serve as accessible guides, clearly outlining essential product features.
• On-Site Visibility: The placement of standees, posters, and danglers guarantees that essential product information and updates are prominently displayed for all visitors.
2. Digital Transformation & AI-Assisted Support
The Company has strengthened its digital channels, including websites and mobile/web-based applications, enabling customers to access services, submit requests, track transactions, and obtain information anytime and anywhere. These platforms are designed with a user-friendly interface to ensure ease of navigation and faster turnaround time.
• AI-Powered Virtual Assistant: Introduction
of Vani, an AI digital assistant available 24/7 on our website. Vani streamlines the customer experience by providing instant information on our product suite, eligibility checks, immediate downloads of IT certificates, and more.
• Enhanced Connectivity via WhatsApp:
Integration of WhatsApp for automated alerts regarding EMI schedules, account status updates, NACH/ECS status, delinquency warnings, to communicate new offerings, etc.
• Social Media Engagement: Fortified our social media presence to provide timely updates and offer an additional, responsive channel for addressing customer queries. Few key initiatives include:
^ Rent Free Revolution Campaign:
High-impact drive to enhance brand awareness.
^ Introduction of Paarth: Official mascot to build a relatable identity.
^ Myth vs. Reality Series: Educational content debunking common industry misconceptions.
^ Customer Meets: Interactive sessions for engagement and query resolution.
3. Transparency & Inclusive Communication
• Multilingual Accessibility: In line with RBI Master Directions, your Company has incorporated Fair Practice Code (FPC) and Most Important Terms and Conditions (MITC) in English and other four popular Indian vernacular languages which are available on the Company website, ensuring clarity for our diverse customer base.
• Feedback Ecosystem: Installation of QR code¬ based feed back board s across all branches which allows customers to instantly rate their experience regarding post-disbursal services, prepayments, and grievance redressal, fostering a culture of accountability.
4. Community Engagement & Financial Inclusion
• PMAY-U 2.0 (Pradhan Mantri Awas Yojana - Urban 2.0) "Lantern Nights”: To advance the Government of India's flagship initiative, your Company hosted "Lantern Nights" - extended- hour sessions designed to guide families through the PMAY-U 2.0 Interest Subsidy Scheme with hands-on portal assistance long after our usual working hours.
• Can Fin Homes Connect: Conducting structured engagement sessions at regular intervals to align our housing and non-housing loan portfolios with the specific financial needs of our customers and incorporate their feedback to refine our offerings.
5. Operational Excellence & Support
• Seamless Disbursement: Leveraging
cutting-edge technology, and a frictionless disbursement process across our nationwide network.
• Dedicated Support Channels: Maintaining a robust grievance redressal framework through our dedicated customer care desk (customercare@canfinhomes.com), toll-free helpline (1800-203-4488), and specialized grievance redressal e-mail support (grievance.redressal@canfinhomes.com).
• Online Financial Tools: Empowering our customers with a suite of online tools, which includes EMI and Deposit calculators, to facilitate transparent and informed financial planning.
13. FINANCIAL RESOURCES:
a) Refinance from National Housing Bank (NHB):
During the year under review, your Company has received a fresh sanction amounting to '1500 Crore from NHB, under the refinance scheme. The sanctioned amount was fully drawn under the Affordable Housing Finance and Regular Refinance Schemes.
b) Borrowings from Bank:
During the year, borrowings were diversified through a combination of short-term and long-term loans considering the asset liability management position and minimizing the overall cost of funds. To diversify risks within banks, the Company had exposure from Private and Public Sector Banks. The aggregate bank borrowings (term loans plus overdraft) as at the end of the financial year stood at '24,342.11 Crores. The overall borrowings are within regulatory ceiling of 12 times the Net Owned Funds.
The overall cost of borrowing from banks was 7.20% p.a. as at March 31, 2026. During the year, the long-term 'rating' of the Company for Long Term Loans was [ICRA] AAA (Stable) reaffirmed by ICRA Limited and CARE AAA' (Stable) reaffirmed by CARE Limited, signifying highest degree of safety regarding timely servicing of financial obligations.
c) Debentures:
(i) Secured Non-Convertible Debentures (NCD):
Your Company raised NCDs amounting to '980 Crores (previous year '3,450 Crores in multiple) in one tranche during the financial year. The debentures were secured by way of floating charge on the assets i.e., loan receivables specifically earmarked for the purpose, in favour of the Debenture Trustees. The investors of the NCDs are majorly insurance companies, Public Sector Banks, corporates, PF trusts, mutual funds and other investors of repute, indicating their safety perception of your Company's fundamentals and prospects. The tenure of the outstanding
NCDs ranges from 36 months to 60 months. The interest on these debentures was serviced regularly during the year under review. The outstanding borrowings by way of secured NCDs as at March 31, 2026, was '6,365 Crores (previous year '8,046 Crores). The average cost of NCDs was 8.01% p.a. The NCDs issued during the year was rated, "[ICRA] AAA (Stable)" by ICRA Limited, signifying highest degree of safety regarding timely servicing of financial obligations and very low credit risk. These NCDs were listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited.
(ii) Unsecured Non-Convertible Debentures (UNCD):
During the year under review, your Company has not issued any Unsecured Non¬ Convertible Debentures, nor any Unsecured Non-Convertible Debentures were lying with the Company.
The Company is in compliance with the provisions of the Reserve Bank of India (Housing Finance Companies) Directions, 2025 [erstwhile Master Direction - Non¬ Banking Financial Company- Housing Finance Company (Reserve Bank) Directions, 2021] and has been regular in payment of principal and/or interest on the NCDs. Details of borrowings are provided in the notes to accounts.
Your Company affirms that there has been no deviation or variation in the utilization of proceeds of NCDs from the objects stated in the respective offer documents or explanatory statement to the notice for the general meeting, as applicable. During the year under review, your Company had not issued Equity Shares/ Debentures to public for subscription.
(iii) Details of Debenture Trustee:
During the year under review, your Company has continued to engage with the existing Debenture Trustee. The details are given below:
SBICAP Trustee Company Limited
Mistry Bhavan, 4th Floor, 122,
Dinshaw Wachha Road,
Churchgate, Mumbai-400 020 Tel: 022-43025555, Fax: 022-43025500 E-mail: corporate@sbicaptrustee.com Website: www.sbicaptrustee.com CIN: U65991MH2005PLC158386
iv) Procedural Framework for Dealing with Unclaimed Interest and Redemption Amounts:
The SEBI vide its circular SEBI/HO/DDHS/ DDHS-RAC-1 /P/CIR/2023/1 76 dated
November 08, 2023 ('the Circular'), has prescribed the procedural framework for dealing with unclaimed interest and redemption amounts lying with entities having listed non-convertible securities and manner of claiming such amounts by investors.
The circular requires such companies to formulate a policy specifying the process to be followed by investors for claiming their unclaimed amounts. Accordingly, a policy titled 'Policy for claiming unclaimed amounts with respect to "Non-Convertible Debentures and manner of Claiming such amounts by Investors" has been framed by the Company. The Company Secretary has been designated as the Nodal Officer for the purposes of this circular. As on 31 March 2026, there is no amount remaining unclaimed in respect of non-convertible debentures.
d) Commercial Paper:
Your Company mobilizes funds through Commercial Paper (CP) for leveraging cost of borrowing to the extent of undrawn Bank limits. The CP outstanding at the end of FY 2025-26 was '1,000 Crores (previous year '2,600 Crores). The effective cost of funds raised through CP during the year was 6.46% p.a. The CP issued by your Company was rated at the maximum [ICRA] A1 + by ICRA Ltd., and CARE A1 + by CARE Limited. Instruments with this rating are considered to have highest degree of safety regarding timely payment of financial obligations. The Company listed its CPs on BSE Limited.
The Company affirms that there has been no deviation or variation in the utilization of proceeds of Commercial Papers, from the objects stated in the respective offer documents.
e) Deposits:
During the year, your Company accepted new deposits amounting to '132.91 Crore as compared to '87.55 Crore during the previous year (outstanding live accounts only). The outstanding balance of deposits (including interest accrued, but not due) as at March 31, 2026, was '220.20 Crore (previous year '193.52 Crore). The rate of interest on public deposits ranged from 6.5% p.a. to 7.75% p.a. while the overall cost (average) of deposits was 7.79% p.a. as at March 31,2026.
As at March 31, 2026, a sum of '4.76 Crore relating to 250 accounts of public deposits ('6.15 Crore as at March 31, 2025, relating to 351 accounts) remained unclaimed/ overdue, of this amount, a sum of '0.48 Crore relating to 16 accounts (previous year '1.66 Crore relating to 66 accounts as on April 30, 2025) were claimed and renewed / settled up to April 30, 2026. The Depositors were intimated regarding the maturity of deposits, with a request to either renew or claim their deposits. Where the deposit remains unclaimed, reminder letters / SMS are sent to depositors periodically and follow up action is initiated through the concerned branch. Your Company has not defaulted in repayment of deposits or interest during the year. The Company has complied with the requirements under Chapter V of the Companies Act, 2013 to the extent applicable. During the year, the deposit schemes of your Company have been rated 'ICRA AAA' Stable, reaffirmed by ICRA Ltd., indicating 'highest credit quality' and that the rated deposit programme carried the lowest credit risk. Your Company, being a Housing Finance Company, is registered with NHB and has complied with the Directions / Guidelines issued by the NHB and RBI with regard to deposit acceptance and renewal. Your Company is exempted from the applicability of the Companies (Acceptance of Deposits) Rules 2014.
As per the regulatory requirement vide the communication bearing reference, RBI/2023- 24/14DOR.SFG.REC.10/30.01.021/2023-24 dated April 11, 2023, the Company has formulated the Green Deposits Policy.
f) Residential Mortgage-backed Securities:
During the year under review, there were no securitized assets outstanding as at March 31,2026. Further, the Board of Directors at its meeting held on April 24, 2025, approved the proposal for raising funds through Residential Mortgage - backed securities upto '300 Crores in compliance with the RBI Master Direction dated 24.09.2021 and 05.12.2022.
14. REGULATORY COMPLIANCES:
^ Compliance with Regards to Directions/ Guidelines of Reserve Bank of India (RBI) / National Housing Bank (NHB) and other Statutes:
Regulatory guidelines for housing finance in India are largely driven by the RBI and NHB, focusing on strengthening prudential norms, enhancing customer protection, and supporting affordable housing.
In November 2025, a major regulatory overhaul was carried out under which RBI undertook a historic consolidation of over 9,000 legacy circulars into 244 cohesive Master Directions to reduce compliance burden, duplication, and interpretation challenges, replacing scattered instructions with a streamlined framework.
In addition to the above, RBI vide its notification dt. 05.12.2025 has issued the "Reserve Bank of India (Non-Banking Financial Companies - Undertaking of Financial Services) (Amendment) Directions, 2025" and the "Reserve Bank of India (Commercial Banks - Undertaking of Financial Services) (Amendment) Directions, 2025" which clarify the roles of banks and their group entities in conducting financial and non¬ financial activities, including agency business, referral services, lending, and investment management.
As per the notification, if lending activity is carried out by any of the group entities of a Commercial Bank, regulations as applicable to Upper Layer NBFC shall be applicable to that group entity of the commercial bank. Since your Company is engaged in lending activity and is part of a Canara Bank group entity, as per RBI's notification, your Company falls under the category of Upper Layer NBFCs. Your Company has taken all necessary actions to comply with the amended Directions, including alignment of operations with prudential norms applicable to Upper Layer NBFCs and updating internal policies and procedures. Further, Canara Bank has submitted to RBI
the compliance status report in this regard, as mandated under the RBI Directions.
Your Company has complied with the Reserve Bank of India (Housing Finance Companies) Directions, 2025 and Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 and has adhered to all the guidelines and circulars issued by RBI on asset classification of credit / investments, credit rating, acceptance of deposits, Fair Practices Code (FPC), Most Important Terms and Conditions (MITC), Customer Complaints Redressal Mechanism, Know Your Customer (KYC), Anti-Money Laundering (AML) Guidelines, Asset Liability Management, Capital Adequacy Ratio (CAR) norms, Information Technology Frameworks, CERSAI, Implementation of Indian Accounting Standards (Ind AS), Appointment of Statutory Auditors, Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies and all other related instructions, guidelines and circulars issued by the RBI in letter and spirit with an explicit notification on the website of the Company, to the extent applicable.
Further, your Company is compliant with all the Key regulatory changes during FY 2025-26 including the prohibition of certain prepayment charges, Introduction of the PRAVAAH Portal for streamlined regulatory approvals, mandatory updation / periodic updation of KYC norms etc.
Your Company has complied with other related statutory Guidelines / Directions / Policies as applicable to the Company from time to time. Compliance of all Regulatory directions / guidelines of NHB/RBI, other statutes are periodically reviewed by the Audit Committee and the Board.
IRDA Compliance:
Your Company is registered with Insurance Regulatory and Development Authority of India (IRDAI) for carrying on the Insurance Agency Business and has complied with the applicable requirements under Insurance Regulatory and Development Act, 1999 and IRDAI (Registration of Corporate Agent) Regulations, 2015, as amended from time to time. Being an insurance intermediary, the Company is maintaining all the required information as per IRDAI rules. The Company has put in place an appropriate policy on maintenance of records and destruction of old records as required under IRDA Guidelines.
The Company has established partnerships with leading insurance providers like Bajaj General Insurance, IndusInd (Reliance) General Insurance, Tata AIG General Insurance, Life Insurance Corporation of India (LIC) and Canara HSBC Life Insurance Company Limited. This collaboration allows us to offer our customers a comprehensive range of insurance options, ensuring vital coverage for their property, life, and potential critical illnesses.
Further, your Company is compliant with the National Housing Bank Advisory, ensuring that borrowers are provided with the choice of at least two insurance companies (for Life and General Insurance) whenever insurance products are sold.
^ Other Compliances:
RBI vide its Circular No. RBI/2022-23/34 DOR.CRE. REC.28/21.04.048/2022-23 dated April 21, 2022,
has inserted para "103A. Legal Entity Identifier for Borrowers" under "Chapter XIV of RBI Master Directions, 2021. As per the said para it was advised that non-individual borrowers enjoying aggregate exposure of '5 Crores and above from banks and financial institutions (FIs) shall be required to obtain LEI codes as per the prescribed timeline. The Company had already obtained on April 04, 2018, the Legal Entity Identifier No.335800EJ9Y3XDP5ZDH81 under the erstwhile RBI/2017-18/82-DBR.No.BP.92/21.04. 048/2017- 18 dated November 02, 2017, as advised by NHB. The Company has renewed the LEI codes for FY 2025-26.
Your Company has registered on TReDS Platform through Receivables Exchange of India Limited (RXIL) vide registration No.CA0000876. The Company has paid the annual fee for maintenance of the said registration.
15. COMPLIANCE UNDER THE COMPANIES ACT, 2013:
Your Company has complied with the requirements of the applicable provisions of the Companies Act, 2013, and related Rules during FY 2025-26.
(i) ANNUAL RETURN:
As per the requirements under Section 92(3) of the Companies Act, 2013 and the rules framed thereunder, the copy of the draft Annual Return for FY 2025-26 has been uploaded on the Company's website. A copy of the annual return can be accessed at: https://www.canfinhomes.com/
Investor/investorspagecontentwfs/annual return.
For other compliance- related details, please refer to the Secretarial Audit Report enclosed with this Report as Annexure-1.
(ii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there were no significant or material orders passed by any Regulators, Courts or Tribunals that could impact the Company's going concern status or its future operations. Further, no penalty was levied or imposed on the Company by the Regulators i.e. NHB/RBI.
(iii) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, the Company did not make any application, and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
(iv) DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, there was no instance in which the Company carried out any valuation for one-time settlement for loans taken from Banks or Financial Institutions.
(v) CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of your Company.
(vi) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments, affecting the financial position of your Company that could have an impact on its future operations or its status as a "Going Concern", between the end of FY 2025-26 and the date of this report.
(vii) RECOVERY ACTION UNDER SECURITISATION & RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI ACT):
During the year under review, no action was initiated against the Company under the SARFAESI Act, 2002.
(viii) SHARES WITH DIFFERENTIAL RIGHTS:
During the year under review, your Company did not issue any shares with differential rights. Accordingly, no information as required under Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
(ix) issue of sweat equity shares:
During the year under review, your Company did not issue any sweat equity shares. Accordingly, no information as required under Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
(x) disclosure UNDER SECTION 67(3) OF THE ACT:
During the year under review, there were no instances of non-exercise of voting rights in respect of shares purchased directly by employees under such scheme. Accordingly, no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 has been furnished.
(xi) loan from directors or their relatives:
During the year under review, your Company did not take any loan from the Directors or their relatives.
(xii) PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES):
Your Company does not have any Holding, Subsidiary and Associate Companies, including any Joint Ventures. Further, the Company is an Associate Company of Canara Bank.
(xiii) appointment of designated person
UNDER COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES 2014- RULE 9 OF THE COMPANIES ACT, 2013.
In accordance with Rule 9 of the Companies (Management and Administration) Rules 2014, your Company is required to designate a responsible individual to ensure compliance with statutory obligations.
Accordingly, the Board at its meeting held on December 22, 2023, appointed Shri Nilesh Jain, VP & Company Secretary, as the Designated Person.
The same shall be reported in the Annual Return of the Company.
^alteration of memorandum of
ASSOCIATION AND ARTICLES OF ASSOCIATION:
During the financial year under review, your Company has not altered its Memorandum of Association and Articles of Association.
16. AUDITORS COMMENTS ON AUDITORS REPORT:
The Statutory Auditors have confirmed that they satisfy the criteria of independence as required under the provisions of the Companies Act, 2013. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. The Auditors' observation, if any, read together with the Notes to Accounts, is self-explanatory and therefore does not call for any comment.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year under review, your Company has re-constituted a Corporate Social Responsibility (CSR) Committee as prescribed under Section 135 of the Companies Act, 2013 and has put in place the CSR Policy of the Company.
Your Company has directed its efforts toward sectors that matter most to society - education, healthcare, environmental sustainability, renewable energy, sports promotion, animal welfare, women empowerment, sanitation & safe drinking water, and community welfare.
Your Company initiatives primarily focused on promoting education including special education for underprivileged and tribal students. Several activities were undertaken to ensure that children have access to quality learning opportunities and supportive infrastructure. These included construction, repair, and upgradation of classroom blocks and toilet facilities to create safe and inclusive spaces for students. The Company also provided classroom furniture and educational kits to Government schools to enhance the teaching and learning experience. Scholarship programs were extended to underprivileged children, with particular emphasis on supporting girls' education. In addition, drinking water facilities were installed in schools to promote health and well-being.
Your Company remains committed to strengthening healthcare infrastructure, particularly in underserved rural communities. The essential medical equipment and machinery were supplied to Government hospitals and Primary Health Centers, helping quality of care for patients. Drinking water facilities were also provided to improve community health and hygiene.
Environmental sustainability has been identified as another key area of focus. During the year, your Company undertook several initiatives aimed at reducing environmental impact and fostering sustainable practices In FY 2025-26, your Company undertook a comprehensive ESG gap analysis and portfolio emissions assessment, establishing a strong foundation for its sustainability journey. The gap analysis highlighted the Company's strong social performance while identifying critical areas such as resource management, water systems, bio-diversity, and supply chain governance for further strengthening, alongside continued progress in climate and labour- related aspects. In parallel, a detailed climate risk and financed emissions assessment, aligned with the PCAF framework, enabled the Company to establish a baseline understanding of its portfolio exposure to physical and transition risks and quantify emissions across mortgage and investment portfolios.
Your Company also assessed its operational GHG emissions (Scope 1, Scope 2, and Scope 3), reporting total emissions of 3,225.55 MTCO2e, with purchased electricity as the primary contributor. Building on these insights, your Company has initiated targeted sustainability measures, including energy efficiency improvements, rooftop solar adoption, water conservation initiatives, and increased digitalization to reduce paper usage etc. These efforts reflect a structured shift from assessment to action, integrating ESG considerations into business strategy, risk management, and operational practices.
Furthermore, your Company is deeply committed in promoting animal welfare and ensuring the humane treatment of all living beings. Our efforts during the year focused on supporting shelters and veterinary care facilities, providing veterinary equipment to improve the health and well-being of animals in need.
Additionally, the Company undertook several environmental sustainability initiatives aimed at reducing its ecological footprint and supporting
community resilience. These included tree plantation drives to enhance green cover and improve bio-diversity, as well as projects focused on waste management, water conservation, and rainwater harvesting. Special emphasis was placed on promoting clean and renewable energy solutions, with rooftop solar power systems installed across government schools, hostels, and primary health care centres to reduce dependence on conventional energy sources. Further, public solar lighting systems were deployed in rural villages, contributing to improved safety and security for local communities. Together, these efforts reflect a structured transition from assessment to action, embedding ESG considerations into business strategy, risk management, and operational practices.
To encourage young talent, especially in rural areas, your Company supplied sports equipment and established multi-purpose courts in Government schools. Your Company also contributed to the welfare of vulnerable groups by supporting old age homes, orphanages, and residential homes for differently abled individuals.
As a prudent measure your Company has conducted an Impact assessment for FY 2024-25 from an external independent agency. The feedback received justified our efforts and confirmed that 3,39,736 individuals were benefited across multiple states in India. These projects were strategically aligned with the ESG framework and contributed to 13 United Nations Sustainable Development Goals (SDGs). The initiatives spanned broad thematic areas including promoting education, healthcare, women empowerment, environmental sustainability, and other social development priorities.
CSR Activities Undertaken during FY 2025-26:
Your Company strives to be a socially responsible Company and strongly believes in overall development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility ("CSR") initiatives. Through the CSR program, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously for sustainable development efforts. As per the Companies Act, 2013, as prescribed, companies are required to spend at least 2% of their average net profits for three immediately preceding financial years. In FY 2025-26, the Company supported 226 CSR projects benefiting 4,55,593 individuals with an expenditure of '1947.14 lakhs. These CSR initiatives were implemented Pan-India basis, executed through Registered Office and the branch in those areas. The total allocated CSR budget for FY 2025-26 was '1906.00 lakhs. The Company sanctioned '1947.14 lakhs during the year, out of which '1321.66 lakhs were utilized during the fiscal year. The remaining sanctioned amount of '625.47 lakhs has been transferred to unspent CSR Account, in accordance with the provisions of the Companies Act, 2013 and will be disbursed as per the progress of the projects.
Further, the Chief Financial Officer confirmed to the Board of Directors vide certificate dated May 18, 2026, that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY 2025-26.
|
Sr.
No.
|
Activities undertaken
|
No. of Projects
|
Amount
|
|
1.
|
Animal Welfare
|
9
|
71.66
|
|
2.
|
Conservation of Natural Resources
|
12
|
87.44
|
|
3.
|
Construction / Renovation / Repair / upgradation of infrastructural facilities at Government schools or schools situated in rural/backward areas
|
8
|
72.80
|
|
4.
|
Desks & Benches/Tables/Almirah/Green Board/Chairs etc.
|
34
|
109.07
|
|
5.
|
Drinking Water facility/supply of other articles of necessity etc.
|
44
|
107.70
|
|
6.
|
Equipment /Medical Vans to Hospitals
|
15
|
191.55
|
|
7.
|
Promoting Sports
|
6
|
56.89
|
|
8.
|
Providing educational materials including books, school bags, etc. to the poor children of Government schools or schools situated in rural/backward areas
|
14
|
31.38
|
|
9.
|
Renewable Energy Projects
|
53
|
337.93
|
|
10.
|
Scholarship to Students and Sponsorship of Child Education
|
4
|
40.69
|
|
11.
|
Welfare Measures
|
13
|
96.80
|
|
12.
|
Women Empowerment
|
13
|
101.53
|
|
13.
|
Provision has been created for the Unspent Amount
|
-
|
625.47
|
|
14.
|
Other- Impact Assessment
|
1
|
16.23
|
|
Total
|
226
|
1,947.14
|
The information regarding the Company's spending under its Corporate Social Responsibility (CSR) Policy, along with reasons for any unspent balance carried forward during the current year, is disclosed as Annexure - 2 to the Directors' Report, which forms part of the Annual Report.
A copy of the CSR Policy can be accessed on the Company's website athttps://www.canfinhomes.com/Policies and Codes.
18. HUMAN RESOURCES DEVELOPMENT:
Our employees are the cornerstone of the Company's success. Their knowledge, dedication, aptitude, and skills are invaluable assets that drive organizational growth. We remain committed to empowering them through continuous learning, development initiatives, and a supportive work environment, ensuring they are fully equipped to perform their responsibilities with excellence and efficiency.
In FY 2025-26, we reaffirmed our commitment to employee development by implementing a comprehensive training program that included both in-person and virtual sessions. These programs were conducted by internal experts as well as external experts from renowned institutions such as NHB, NIBM, IIBF, CAFRAL, IIMs, RBI, NHRD, and PHDCCI.
The key areas of focus for our training included risk management, credit operations, account management, housing finance, customer service, grievance redressal, CRM practices, and regulatory compliance. Extensive training on Environmental, Social, and Governance (ESG) practices was attended by employees and directors, and the insights of the
same was shared across the branches for promoting environmental and social awareness among employees. In line with our commitment to ethical conduct and a safe workplace, training sessions were also conducted on preventive vigilance, human rights, and Prevention of Sexual Harassment (PoSH).
These sessions aimed to reinforce a culture of accountability, inclusivity, and respect across all levels of the organization. Some of our in-person training initiatives included Induction Programs for Officers, Assistant Managers, and Deputy Managers, Induction Training for Managers and Senior Managers, Soft Skills Training for Branch Managers, Best Practices Training for Inspecting Officials, and Sales and Marketing Training. Our executives participated in various leadership development programs organized by external organizations. These programs included "Sales Leadership & Sales Force Motivation in the Digital Era" and "Managing and Leading Teams" by IIM, as well as "Governance and Risk Management" and "Financial Frauds and Forensic Audit" offered by CAFRAL.
Additionally, your Company participated in the "Certified PoSH Investigator Certification Program"
by NoMeansNo and several other programs. Notably, your company also engaged in providing specialized training aimed at empowering women leaders, such as "Career Accelerator: Evolving as a Leader." "Executive Knowledge Exchange" programs were organized for top management on various topics to promote cross-functional learning and knowledge sharing. All our training initiatives reflect our commitment to fostering a skilled, ethical, and customer-focused workforce.
The Company has also put in place "Equal Opportunity Policy" as per Section 21(1) of Rights of the Persons with Disabilities Act, 2018.
The Statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure - 6 to this Board's Report.
19. DETAILS OF ESOP SCHEME IMPLEMENTED BY THE COMPANY:
CFHL Employee Stock Option Scheme - 2024
Your Company has introduced the CFHL Employee Stock Option Scheme-2024 (ESOP Scheme 2024) in the year 2024 to reward performance and foster long¬ term commitment among employees towards the growth of the Company. The Scheme was designed in compliance with the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, to enable employees to participate in the Company's future growth and financial success.
During the year under review, 12,240 options were vested to 45 Option Grantees under Tranche 1 of the ESOP 2024 at an exercise price of '842.80/- per shares. These options were granted to the identified employees by the Nomination Remuneration and HR Committee at its meeting held on 25/11/2024.
Further, the Nomination, Remuneration & HR Committee approved the Grant of 1,76,377 options under Tranche 2 of the ESOP Scheme 2024 at an exercise price of '884.55/- per share, to the identified employees. The granting of Options under this Scheme is aligned with the Company's Nomination
Remuneration and HR Policy. Grants are made based on various factors, including the employees' tenure with the Company, performance ratings achieved over the past four quarters, penalties, if any, involving amounts of '1,00,000 and above, assessment of future potential, and other criteria as determined by the Committee.
Grant wise details of options vested, exercised and cancelled are provided in note no. 19.6 to the standalone financial statements.
The ESOP 2024 is in compliance with the provisions of Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Further, the detailed disclosures relating to Tranche-2 of ESOP 2024 have been uploaded on the Company's website athttps://www.canfinhomes.com/ Investor/investorpagecontentwithannouncements/ Announcements.
Based on the vesting schedule of the ESOP Grantees, your Company has opened window for exercise of option under the ESOP Scheme 2024 from April 15, 2026, to April 30, 2026. During the said period 11 employees exercised their options. Thereafter, the Board at its meeting held on 08/06/2026 approved the allotment of 466 equity shares at an exercise price of '842.80/- per share ('2/- Face Value and '840.80/- premium) to the ESOP Grantees and the Paid-up Capital of the Company has been increased to that extent.
Accordingly, as on the date of this report, the paid- up capital of the Company stood at '26,63,09,182/- (13,31,54,591 equity shares of '2/- each).
20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013:
Your Company has put in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Company has re-constituted its Internal Complaints Committee to redress complaints received in relation to sexual harassment at the workplace as detailed below :
INTERNAL COMPLAINTS COMMITTEE:
|
Sr.
No.
|
Name
|
Designation
|
Position held
|
|
1.
|
Smt Madhu Shetty
|
Vice-President
|
Chairperson/Presiding Officer
|
|
2.
|
Shri D R Prabhu
|
VP & CCO
|
Member
|
|
3.
|
Smt Meenakshi Jayaraman
|
Chief Manager & Retail Loan
|
Member
|
|
4.
|
Shri Vinayaka Rao M
|
VP & Zonal Head
|
Member
|
|
5.
|
Shri Suraj H S
|
Chief Manager- Head Recovery & Legal
|
Member
|
|
6.
|
Smt Shobha Mestri
|
Manager- Legal
|
Member
|
|
7.
|
Smt Gita Kishore
|
Asst. Professor
|
External Member
|
All employees (permanent, contractual, temporary and trainees) are covered under this policy.
Following are the details of the complaints received by the Company during FY 2025-26:
|
Sr. No.
|
Particulars
|
Number
|
|
1
|
No. of complaints of sexual harassment received during the financial year
|
0
|
|
2
|
No. of complaints disposed off during the financial year
|
-
|
|
3
|
No. of cases pending for more than 90 days
|
Nil
|
|
4
|
Number of complaints pending as on end of the financial year
|
0
|
21. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:
Your Company reaffirms its commitment to the welfare of its female employees and confirms full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. A comprehensive maternity leave policy is in place to provide appropriate support during the maternity period. Under this policy, eligible female employees with no more than two living children are entitled to maternity leave of up to 12 months during their service (six months per child).
The policy also provides for six weeks of paid leave in the event of a miscarriage or medical termination of pregnancy, in accordance with applicable law. Through these measures, your Company remains committed to safeguarding the health, well-being, and statutory rights of its female employees through compassionate and legally compliant workplace practices.
22. NOMINATION REMUNERATION AND HR (NRC) COMMITTEE AND ITS POLICY:
Your Company has constituted a Nomination, Remuneration and HR Committee (NRC) Committee
of the Board in terms of Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025. The Committee identifies persons who are qualified to become Directors of the Company. The appointment, renewal, re-appointment, re-categorization and/ or removal of such Directors including extension or continuation of their term of appointment, is recommended by the NRC to the Board.
The Committee has also laid down the criteria for identifying persons who may be appointed to the senior management of the Company. The NRC has formulated the criteria for determining the qualifications, positive attributes and independence of a director, and for carrying out the evaluation of the performance of every Director, the Board as a whole, and its committees.
The Board has ensured the evaluation of the performance of the Board, its committees and individual Directors through meetings of Independent Directors, meetings of the Nomination, Remuneration
and HR Committee, and independent evaluation by each Director, for the year ended March 31,2026.
The NRC Policy of the Company, covering all the above aspects, is made available on the website at https://www.canfinhomes.com/Policies and Codes in terms of Section 134(3) of the Companies Act, 2013.
23. TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND/ DEPOSIT AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In terms of Section 124 and 125 of the Companies Act, 2013, the amounts (dividend, deposits etc., with interest) that remained unclaimed and unpaid for more than 7 years from the date they first became due for payment, should be transferred to IEPF. As an investor friendly measure, your Company has been intimating the respective shareholders/depositors / investors to encash their dividend warrant / renew matured deposits or lodge their claim for payment of dues, if any, from time to time and the claims made were settled. As per the statutory requirements, the details of such amounts are made available on the website of MCA-IEPF at www.iepf.gov.inas well as on the Company's website www.canfinhomes.com.
In order to pay dividend amounts online, the members / investors are requested to get their shares converted from physical to DEMAT mode, register their bank account particulars and / or opt for ECS facility.
a) Unclaimed dividends
As at March 31, 2026, dividends aggregating to '3.14 Crore (Previous year '2.12 Crore) relating to dividends declared for the years FY 2018-19 to FY 2025-26 (of which '0.41 Crore related to Interim dividend for the year 2026), had not been claimed by members. As an investor friendly measure, your Company has intimated members to lodge their claims and related particulars with the Company/ RTA. The dividend pertaining to 2017¬ 18, which remained unclaimed/unpaid amounting to '0.24 Crore (in respect of 3211 shareholders), was transferred to IEPF on August 22, 2025, after settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members. The dividend pertaining to 2018-19 remaining
unclaimed and unpaid, amounting to '0.21 Crore (in respect of 2,214 shareholders) as at March 31, 2026, would be transferred to IEPF during August 2026 after settlement of the claims, if any, received. The Company takes various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned members, requesting them to encash their dividend before it becomes due for transfer to the IEPF. Please refer to the Corporate Governance Report for more detailed information on the subject.
b) Transfer of shares to IEPF:
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 was notified by the Ministry of Corporate Affairs (MCA) on October 13, 2017. As per Rule 6 of the said Rules, the shares, in respect of which dividend amounts have not been paid or claimed for 7 consecutive years, are required to be transferred to 'IEPF demat Account' of IEPF Authority. On verification of records of unpaid / unclaimed dividend, during FY 2025-26, 371 shareholders had not claimed dividend for 7 consecutive years and 2,84,276 Shares have been transferred to IEPF within the prescribed period i.e. on 25/09/2025. The details of such transfer are provided on the website of the Company. For more details, please refer 'General Information to shareholders' in this report.
The status of shares transferred to IEPF as at March 31,2026, is detailed as below:
|
Particulars
|
No. of Shares
|
|
Balance as at April 1, 2025
|
5,62,950
|
|
Add: Shares transferred to IEPF during
|
2,84,276
|
|
FY-2025-26
|
|
Less: Claims processed by IEPF Authority during the FY-2025-26
|
10,750
|
|
Balance as at March 31,2026
|
8,36,476
|
In terms of the above Rules, reminder letters were sent by the Company to all the shareholders who had not claimed their dividends for a consecutive period of 7 years, informing that their shares will be transferred to IEPF suspense account on the due date i.e., September 21, 2026, if they do not place their claim for unclaimed dividend amounts to the Company. Your Company has provided the related details on its website athttps://www.canfinhomes. com/Investor/investorpagecontentwithsm/iepf.
c) Unclaimed deposits:
Deposits remaining unclaimed for a period of seven years from the date they became due for payment, shall be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The concerned depositor can claim the deposit from I EPF. As required under Section 125 of the Companies Act, 2013, the unclaimed and unpaid deposits together with interest for the year 2018-19 were Nil (previous year '0.089 Crore) that remained unclaimed and unpaid for a period of 7 years, were transferred to IEPF during the year under review.
d) Unclaimed Suspense Account:
In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:
|
Particulars
|
Number of Share holders
|
No. of Shares
|
|
Aggregate number of shareholders and the outstanding shares in the suspense account.
|
249
|
2,01,745
|
|
Less: Aggregate number of shareholders and the outstanding shares transferred from suspense account to IEPF during the year
|
169
|
1,43,395
|
|
Less: Shareholders to whom shares were transferred from Suspense account during the year based on request received
|
03
|
2,000
|
|
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31,2026
|
77
|
56,350
|
The voting rights on the shares outstanding in the Suspense account shall remain frozen till the rightful owner of such shares claims the shares.
24. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
(i) Foreign Exchange Earnings and Outgo:
During the year, your Company did not earn any income or incur any expenditure in foreign currency/exchange.
(ii) Manufacturing Activity:
Since your Company is a Housing Finance Company and does not carry-out any manufacturing activity, the requirement relating to providing the particulars relating to conservation of energy and technology absorption as per Sec 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, are not applicable.
(iii) Energy Conservation and Sustainability Initiatives:
Your Company has implemented a range of energy conservation and sustainability initiatives across its operations to reduce environmental impact and enhance resource efficiency. Key measures include digitization of Board and Committee processes through Dess Digital Software to minimize paper usage; transition to energy efficient LED lighting, motion sensor-based systems, and five star rated electrical appliances; time-based optimization of air-conditioning and replacement of old AC units with energy efficient models; installation of a 25kW rooftop solar power system at the Registered Office; and lifecycle based replacement of electrical equipment. Further initiatives include disposal of old and high emission vehicles, promotion of video conferencing to reduce travel emissions, responsible e waste disposal through certified vendors, segregation of wet and dry waste, reduction in single use plastics, installation of low flow water taps, rainwater harvesting, and promotion of green indoor environments through indoor plants. These initiatives collectively reflect the Company's commitment to energy efficiency, carbon reduction, and sustainable operations.
(iv) Green Initiatives and Resource Optimization: To further strengthen its sustainability efforts, your Company has adopted the following digital solutions and operational efficiencies:
• Implementation of Dess Digital Software for electronic sharing of Board and Committee
agenda papers, significantly reducing paper usage.
• Disposal of old vehicles, including high emission two-wheelers, in accordance with applicable norms as part of the energy efficiency and emission reduction plan, with remaining vehicles scheduled for disposal.
• E-waste disposal through certified vendors, ensuring environmentally responsible recycling and waste management.
• Reduced use of packaged drinking water to curb single use plastic consumption.
• Optimization of exterior lighting, including front lights and glow signboards, to lower power consumption.
• Complete replacement of fluorescent tubes and CFLs with LED lighting across offices to improve energy efficiency and reduce electricity consumption.
• Installation of motion sensor-based lighting systems in office areas to avoid energy wastage.
• Upgradation of old air-conditioners to energy efficient models and adoption of time-based regulation of AC usage to reduce electricity consumption.
• Use of five star rated, energy efficient electrical fixtures and appliances across offices.
• Transition from desktop computers to all in one systems to improve energy efficiency.
• Installation of proper earthing systems to minimize power losses.
• Lifecycle based replacement of electrical equipment to proactively reduce energy consumption.
• Segregation of wet and dry waste at source to support effective waste management.
• Increased reliance on e-mail and digital processes instead of printed materials, promoting paper light operations.
• Greater use of video conferencing to reduce
business travel and associated carbon emissions.
• Installation of a 25 kW rooftop solar power system at the Registered Office to harness renewable energy and reduce dependence on conventional power.
• Installation of low flow water taps in the new Registered Office building to reduce water consumption.
• Rainwater harvesting system at the Registered Office to support groundwater recharge and sustainable water management.
• Promotion of green indoor environments by maintaining indoor plants across branches pan India, contributing to improved indoor air quality and employee well being
Through these initiatives, the Company reinforces its commitment to sustainability and responsible resource management, striving for continuous improvement in energy conservation.
25. DIRECTORS & KEY MANAGERIAL PERSONNEL:
(i) Appointment of Directors:
During the year under review, the Board of Directors made the following appointments and re-appointments of Directors & Key Managerial Personnel (KMPs) of the Company, based on the recommendations of the Nomination Remuneration and HR Committee, after considering the 'fit and proper' criteria and performance evaluation of the Directors.
i) Shri Hardeep Singh Ahluwalia (DIN: 09690464) was appointed as an Additional Director and Non-Executive Director (Promoter Director) on the Board of the Company w.e.f. August 06, 2025. The RBI had approved his appointment vide letter No.CO.DoR.HGG.No.S3575/18- 02-025/2025-2026 dated August 06, 2025. Subsequently, the Shareholders approved his appointment through postal ballot on October 10, 2025.
ii) Shri Swarupananda Mallick (DIN: 11164699) was appointed as a Non-Executive- Independent Director of the Company for a first term of 3 (three) years effective from August 21, 2025. The Shareholders of the Company approved his appointment at the 38th AGM held on August 20, 2025.
iii) Shri Arvind Narayan Yennemadi (DIN: 07402047) was re-appointed as a Non¬ Executive-Independent Director of the Company for a Second term of 3 (three) years from the conclusion of the 38th AGM until the conclusion of the 41st AGM to be held for the FY 2027-28.
iv) Shri Vikram Saha (DIN:10597814) Deputy Managing Director of the Company, who was liable to retire by rotation, was re-appointed at the 38th Annual General Meeting (AGM) held on August 20, 2025.
v) Based on the recommendation of Nomination Remuneration & HR Committee, the Board of Directors, at its meeting held on April 24, 2026, approved the appointment of Shri Shailesh Kumar Singh (DIN: 11662605) as an Additional Director and Whole-time Director (Designated as Deputy Managing Director) & Key Managerial Personnel on the Board of the Company. The appointment of Shri Shailesh Kumar Singh as a Whole-time Director, designated as Deputy Managing Director is effective from the date of RBI approval and the proposal for the appointment of Shri Shailesh Kumar Singh is being placed before the members at the ensuing 39th Annual General Meeting.
vi) The Board of Directors, based on the recommendation of the Nomination, Remuneration and HR Committee, approved the re-appointment of Shri Murali Ramaswami (DIN:08659944) as an Independent Director for a second term of 3 years w.e.f. the date of conclusion of the ensuing 39th AGM of the Company i.e. from July 29, 2026 with the same terms and conditions of appointment. The proposal for the re-appointment of Shri Murali Ramaswami is being placed before the members at the ensuing 39th Annual General Meeting.
vii) Based on the recommendation of Nomination Remuneration & HR Committee, the Board of Directors, at its meeting held on June 08, 2026, approved the appointment of Smt Varsha Vasant Purandare (DIN:05288076) as
an Independent Director for a first term of 3 years effective July 30, 2026 till July 29, 2029, with the terms and conditions of appointment as decided by the Board. The proposal for the appointment of Smt Varsha Vasant Purandare is being placed before the members at the ensuing 39th Annual General Meeting.
viii) Shri Suresh Srinivasan Iyer was re-appointed as Managing Director & CEO of the Company w.e.f. March 18, 2026 for a tenure of two (2) years and his Service contract was executed. The RBI has approved his re-appointment vide letter No. DoR.HGG.GOV.No./S8096/18- 02-025/2025-2026 dated January 28, 2026. The terms and conditions of re-appointment including remuneration was circulated to the members by way of Postal Ballot and approved by the members on March 05, 2026.
The Directors have filed their consent(s) and declaration(s) confirming that they are not disqualified from being appointed as directors in terms of the provisions of Companies Act, 2013 read with rules made thereunder.
All Directors, except Shri Suresh S Iyer who holds 100 shares, have informed the Company that they neither hold any shares nor have they taken any loan(s) from the Company. Brief profiles of all the Directors are provided in Page Nos. 47-50 of this Annual Report.
(ii) Key Managerial Personnel:
The Board of Directors at its meeting held on March 15, 2025, approved the appointment of Shri Prashanth Joishy (PAN: ADCPJ9862A), as the Interim Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 20, 2025. Further, Shri Joishy resigned from the position of Interim Chief Financial Officer with effect from June 30, 2025, consequent to the onboarding of the regular Chief Financial Officer of the Company.
The Board of Directors at its meeting held on March 15, 2025, also approved the appointment of Shri Abhishek Mishra as the Chief Financial Officer & KMP of the Company with effect from
the date of his joining i.e. from June 30, 2025. The appointment was made in accordance with the provisions of Section 203 and all other applicable provisions of the Companies Act, 2013 read with the rules made thereunder.
(iii) Resignation/Vacation of Office:
i) The second term of appointment of Smt Shubhalakshmi Aamod Panse as Non-Executive and Independent Director, will be completed at the conclusion of the ensuing 39th Annual General Meeting of the Company. Accordingly, Smt Shubhalakshmi Aamod Panse will cease to be Non-Executive Independent Director at conclusion of the ensuing 39th Annual General Meeting of the Company.
ii) Shri Debashish Mukherjee (DIN:08193978) Non-Executive Director (Promoter Director) of the Company resigned from the Board of the Company w.e.f. May 31,2025, consequent to his superannuation from Canara Bank as Executive Director.
iii) Shri Anup Sankar Bhattacharya (DIN:02719232) Non-Executive-Independent Director of the Company vacated the office of Director at the 38th AGM held on August 20, 2025, after completion of his first term of appointment of 3 (three) years.
iv) Shri K Satyanarayana Raju (DIN:08607009) Non-Executive Director & Chairman of the Company resigned from the Board of the Company w.e.f. December 31, 2025, consequent to his superannuation from Canara Bank as Managing Director & CEO.
v) Shri Vikram Saha, (DIN:10597814) Deputy Managing Director resigned from the Board of the Company w.e.f. the commencement of Business hours of April 15, 2026, on account of transfer by the Parent Bank (Canara Bank).
(iv) Retirement by rotation and re-appointment:
In terms of Section 152 and all other applicable provisions of the Companies Act, 2013, and the Articles of Association of the Company, Shri Hardeep Singh Ahluwalia, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The agenda relating to re-appointment of Shri Hardeep Singh Ahluwalia forms part of the Notice convening the ensuing Annual General Meeting and all other relevant information as per Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are provided in the explanatory statement.
All the appointments and re-appointments of the Directors are made by the Board of Directors based on the recommendations of the Nomination Remuneration & HR Committee on 'fit and proper' criteria and also based on the performance evaluation of the Directors.
All the appointments and re-appointments mentioned above, which form part of the Notice of the ensuing Annual General Meeting of the Company, are recommended by your directors to the members for appointment / reappointment/ approval.
26. MEETINGS OF THE BOARD AND ITS COMMITTEE:
(i) Board of Directors:
The Board of Directors of your Company meets at regular intervals to discuss and decide upon the Company's performance and strategies. During the year under review, the Board met 11 (Eleven) times on April 23, 2025; May 26, 2025; June 25, 2025; July 19, 2025;September 03, 2025; September 24, 2025; October 18, 2025; December 15, 2025; January 17, 2026; March 02, 2026; and March 21,2026.
The maximum interval between any two consecutive meetings of the Board did not exceed one hundred and twenty days during the year. Your Company has complied with all applicable requirements under the Companies Act, 2013 and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025 in relation to the Board of Directors and the Committees of the Board.
Details of the Board Meetings, including those of various committees constituted by the Board, are provided in the Corporate Governance Report forming part of this Annual Report.
(ii) Committee of the Board:
Your Company has the following 9 (Nine) Board- level Committees, which have been constituted in compliance with the business requirements and the relevant provisions of applicable laws and statutes. The Committee usually meets on the day preceding or on the day of the Board meeting, or as and when the need arises for transacting business:
• Audit Committee
• Nomination Remuneration & HR Committee
• Corporate Social Responsibility Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• IT Strategy Committee
• Management Committee
• Review Committee for classification of Wilful Defaulters
• Special Committee of the Board for Monitoring and Follow-up of Cases of Frauds
A detailed note on the composition of the Board and its Committees and other related particulars is provided in the Corporate Governance section of the Report of Directors forming part of this Annual Report.
(iii) Separate meetings of Independent Directors:
In terms of the provisions of Rule 7 of Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors, excluding all other directors of the Company, was held on January 27, 2026. The details of the Independent Directors' meeting are provided in the Corporate Governance Report forming part of this Annual Report.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:
a) In the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial year ended March 31,2026 and of the profit and loss of your 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 the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and
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.
28. DECLARATION BY INDEPENDENT DIRECTORS:
The Board has 5 (five) independent directors as on March 31, 2026, representing diversified fields and expertise. The independent directors have submitted their declarations of independence stating that they meet the criteria of independence as required in terms of the provisions of Section 149(6), 149(7) and 149(8) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI Listing Regulations, as amended from time to time. The Independent Directors also confirmed that they were not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact
their ability to discharge their duties with an objective of independent judgement and without any external influence and that they are independent of the Management. Details of Independent Directors are provided in the appropriate section of the Corporate Governance report.
All the Independent Directors of the Company are persons of integrity, expertise and experience and have obtained certificates from the Institute notified under Section 150(1) of the Act, either by completing the online proficiency self-assessment test or by way of exemptions from taking the tests, since they were Directors for more than 10 years from the date specified.
29. DIRECTORS & OFFICERS' INSURANCE POLICY:
In accordance with the provisions of the Act and Regulation 25(10) of the SEBI Listing Regulations, your Company has an appropriate Directors and Officers Liability Insurance Policy which provides indemnity in respect of liabilities incurred as a result of their office. The policy is renewed every year. The coverage of the insurance extends to all directors of the Company including the Independent Directors.
30. CODE OF CONDUCT:
In terms of Regulation 26(3) of the SEBI (LODR) Regulations, 2015, all the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management for the FY 2025-26.
As required under Schedule V (D) of the said Regulations, a declaration signed by the Managing Director & Chief Executive Officer of the Company states that the members of the Board and the Senior Management Personnel have affirmed compliance of their respective Codes of Conduct and the same is attached as Annexure-1 to Corporate Governance Report.
31. SHARE CAPITAL STRUCTURE:
During the year under review, there was no change in the capital structure of the Company.
Your Company's capital structure as of 31st March 2026 is given in the table below:
|
Share Capital:
|
Amount in 'Lakhs
|
|
(i) Authorized Share Capital:
35,00,00,000 Equity Shares of '2 each
|
7,000.00
|
|
(ii) Issued and Subscribed Capital:
|
2,664.56
|
|
13,32,27,875 Equity Shares of '2 each
|
|
(iii) Paid-up Capital:
|
|
|
13,31,54,125 Equity Shares of '2 each
|
2,663.08
|
|
Add: Forfeited Shares
|
0.23
|
|
Total
|
2,663.31*
|
*The Board of Directors at its meeting held on 08/06/2026 issued 466 equity shares of face value of t2/- each to the identified employees under the CFHL ESOP Scheme 2024. Accordingly, as on the date of the report, the paid-up capital of the Company stood at '26,63,09,182/- (13,31,54,591 equity shares of '2/- each).
32. JOINT STATUTORY CENTRAL AUDITORS:
The Company's current Statutory Central Auditors M/s. Rao & Emmar, Chartered Accountants (Firm Reg. No. 003084S) and M/s V K Ladha & Associates., Chartered Accountants (Firm Reg. No. 002301C) were appointed as Joint Statutory Central Auditors of the Company to hold office for a period of three consecutive years from the conclusion of the 37th Annual General Meeting up to the conclusion of the 40th Annual General Meeting to be held for the Financial Year 2026-27.
The Auditors' appointments were made in compliance with the provisions of Section 139, 141,142 and all other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Audit and auditors) Rules, 2014 and in compliance with the guidelines issued by the Reserve Bank of India (RBI), including any amendments, modifications, variations or re-enactments thereof.
The Auditors' report for FY 2025-26, annexed to the financial statement for the year under review, does not contain any qualifications or adverse remark or disclaimer in his report.
33. SECRETARIAL AUDITORS & SECRETARIAL AUDIT:
In compliance with the Section 204 of the Companies Act, 2013 read with Rules made thereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) as amended, the Board of Directors at its meeting held on April 23, 2025 approved the appointed of M/s. Kedarnath & Karthik, firm of Company Secretaries FRN-P2023KR098600) as the Secretarial Auditors of the Company for conducting
Secretarial Audit of the Company and for submission of the Annual Secretarial Compliance Report for a period of five consecutive years, commencing from FY 2025¬ 26 to FY 2029-30. Subsequently, the Shareholders of the Company approved their appointment at the 38th AGM held on August 20, 2025.
The Secretarial Audit Report for FY 2025-26 does not contain any qualification, reservation or adverse remarks. The said report also includes the affirmation as per NSE Circular No. NSE/CML/ 2023/09 dated January 25, 2023, and NSE Circular No. NSE/CML/25 dated March 29, 2023, on Standard Operating Process under SEBI (PIT) Regulations, 2015, for ensuring compliance with Structured Digital Database ("SDD"). The Secretarial Audit Report issued by the Secretarial Auditors is enclosed to the Report of Directors as Annexure-1 in terms of Section 134(3) (f) read with Section 204(1) of the Act.
In addition to the Secretarial Audit Report, the Annual Secretarial Compliance Report has also been issued by the Secretarial Auditors as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, and NSE Circular No. NSE/ CML/2023/30 dated April 10, 2023. The said report has also been submitted to Stock Exchanges within the prescribed timeline.
34. COST AUDIT AND COST RECORDS:
Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
35. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
Your Company has entered all related party transactions during the financial year under review on arm's length basis and in the ordinary course of the business. In compliance with the provision of Companies Act, 2013 and SEBI Listing Regulations, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements.
As per the policy on Related Party Transactions as approved by the Board of Directors, your Company
has entered into related party transactions based upon the omnibus approval granted by the Audit Committee of your Company. On quarterly basis, the Audit Committee reviews such transactions, for which such omnibus approval was given. The policy on Related Party Transactions was revised during the year in view of amendments in SEBI Listing Regulations.
As per the SEBI Listing Regulations, the transaction with a related party shall be considered material, and would require Members' approval if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds the following:
|
Consolidated Turnover of Listed Entity
|
Threshold
|
|
(1)
|
Up to '20,000 Crore
|
10% of the annual consolidated turnover
|
| |
|
'2,000 Crore + 5% of
|
|
(2)
|
More than '20,000 Crore
|
the annual consolidated
|
| |
to upto '40,000 Crore
|
turnover above '20,000 Crore
|
| |
|
'3,000 Crore + 2.5% of the annual consolidated
|
|
(3)
|
More than '40,000 Crore
|
turnover above '40,000 Crore or '5000 Crores, whichever is lower.
|
The Management of the Company has provided the Audit Committee (the "Committee") with the relevant details (as required under the Industry Standards) about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company and the basis of pricing. The Committee has reviewed and taken note of the certificate placed before it by the Managing Director and the Chief Financial Officer (CFO) of the Company, confirming that the terms of RPTs proposed to be entered into are in the interest of the Company. After considering the details on RPT(s) as placed by the Management, the Committee has granted approval for both material and non-material related party transactions proposed for the financial year 2026-27 with the related parties and recommended the board, the material Related Party Transactions proposed with Canara Bank aggregating up to the amount of '4,857 Crore for the FY 2026-27 for their approval. Accordingly, the Board at its meeting held on June
08, 2026, has considered and approved proposed material related party transactions and recommended the same for approval of Shareholders.
The Audit Committee and the Board have noted that the said transactions will be on an arm's length basis and in the ordinary course of business of the Company. Further, the Committee and the Board has confirmed that the relevant disclosures for decision making of the Committee were placed before it and, while approving the RPT(s), the Committee has determined that the promoter(s) will not benefit from the proposed RPT(s) at the expense of public shareholders. Further, the Company may have to enter into transactions with the Canara Bank like payment of arranger's fees in respect of CP / NCDs, guarantee fees, transactions with or any such transactions which cannot be foreseen at present. The particulars of contracts or arrangements with the 'Related Parties' referred to in Sub-section (1) of Section 188 of the Act, are furnished in Note No. 44 of the Notes forming part of the financial statements for FY 2025-26, forming a part of the Annual Report. The particulars of Related Party Transactions as required u/s Sec 134(3) (h) in the prescribed format (AOC-2) are attached to this Report as Annexure-3.
Further as required by Reserve Bank of India (Housing Finance Companies) Directions, 2025, Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions ("RPT Policy") is annexed to this report and the same can be assessed on the Company website athttps://www.canfinhomes. com/Policies and Codes.
36. RISK MANAGEMENT:
Your Company has established a comprehensive Risk Management framework to identify, assess, monitor, and mitigate various risks that may impact on its business operations, financial performance, and stakeholder interests. The framework is aligned with regulatory requirements and industry best practices applicable to housing finance companies.
The Board of Directors has overall responsibility for risk oversight and has formed a Risk Management Committee to assist in discharging its responsibilities. The Committee periodically reviews the Company's risk profile, risk appetite etc. Senior Management of the Company is responsible for implementing the risk management strategies, in ensuring adherence to the Company's risk management policies, procedures, and internal controls across all business functions.
The Company's risk management framework covers Key Risk categories including Credit Risk, Market Risk, Liquidity Risk, Operational Risk, Interest Rate Risk, Compliance Risk and Reputational Risk etc. Appropriate policies, procedures and Standard Operating Procedures (SOPs) are in place to manage these risks. Credit Risk is managed through prudent underwriting standards, portfolio diversification, and continuous monitoring of asset quality.
Asset Liability Committee (ALCO) headed by MD & CEO of the Company. The committee reviews ALM, LCR / Liquidity, Investment decisions, borrowing position & Collateral Management, Interest rate policy - Annual Rate Fixation, Revision in ROIs, decisions regarding Front-end Fees, Yield, Cost of Funds etc., to ensure adherence to the risk tolerance / limits set by the Board/ Regulator and to achieve the targeted levels of growth.
Your Company has an ALCO support group consisting of Officers/ Managers from functional departments, who are responsible for the preparation and analysis of ALM-related MIS, including liquidity and interest rate risk, monitoring funding positions, ensuring compliance with regulatory and internal limits, and conducting stress testing and scenario analysis. ALCO Support Group meets monthly once or as and when required, to discuss the agenda items to be deliberated in ALCO meetings and presents the required data with analysis, for further deliberation and decisions in ALCO meetings, which will further strengthen and improve the oversight of ALCO. The ALCO committee reviews the minutes of ALCO Support Group and RMCB reviews the ALCO Minutes on a quarterly basis. Investment Committee of executives reviews the investments made by the Company with respect to market price of the investments made, renewal or fresh investments required etc., and the investments are made mainly in G-secs, for LCR/SLR purposes.
Your Company has Board approved Liquidity Management Policy including Contingency Funding Plan (CFP) and ALM Policy and well-defined architecture to promote the short-term resilience and to strengthen the overall risk management and Liquidity Risk profile of the Company. As part of risk management framework, your company conducts
periodic stress testing and undertakes an Internal Capital Adequacy Assessment Process (ICAAP) to ensure capital adequacy under both normal and stressful conditions.
Operational risks are mitigated through defined processes, internal controls, system-based validations, and periodic internal audits. Your Company also maintains robust IT systems for the easiness and accuracy of operations. Compliance risk is addressed through regular monitoring of regulatory changes and implementation of necessary controls.
Your Company has constituted a Risk Management Committee of Executives (RMCE) consisting of functional Heads, who reviews the policies, products and the overall risk profile and risk rating of the company and Systems and Procedures Committee (S&P) consisting of functional Heads reviews the process, gaps and approves Standard Operating Procedure / any changes required to improve the process and controls. Risk Management Committee of Board (RMCB) reviews and evaluates the overall risks faced by the Company, based on certification by the Company's top management and apprises the Board for further directions.
Your Company follows a structured reporting mechanism whereby the key risk indicators and risk exposures are periodically reported to Senior Management and the Risk Management Committee. The internal audit function provides independent assurance on the effectiveness of risk management and internal control systems.
The Board believes that the Company's risk management framework is adequate and continues to be strengthened in line with business growth and evolving regulatory requirements.
Details regarding the above are covered in the management discussion and analysis report which forms part of this Annual Report. In terms of Section 134(3)(n) of the Act, your Directors wish to state that your Company has adhered to the Risk Management Policy.
37. AUDIT AND INTERNAL CONTROL:
Your Company has strengthened the existing internal control systems by introducing measures for minimizing operational risks commensurate with
the nature of its business and size of operations by reviews at periodical intervals. The internal audit function operates independently and adopts a risk- based approach to provide assurance on the adequacy and effectiveness of internal controls, governance processes and risk management practices. Key processes and controls are reviewed at periodic intervals, and audit observations are systematically tracked to ensure timely corrective actions.
Further, your Company has reviewed delegation of authorities and streamlined standard operating procedures for all areas of its business, operations, functions, strengthened the Offsite Transaction Monitoring System (OTMS) to track transactions and early-warning signals across all branches by introducing innovative monitoring tools. To ensure better asset quality, verification of properties under fresh disbursement has been increased to 50% from 30% w.e.f. 01/2026. Quality Audit of previous RBIA compliances has been increased to 100% from 15% w.e.f. 01/2026. These enhanced controls strengthen governance oversight and provide assurance on asset quality, regulatory compliance, and risk mitigation. The Audit Committee of the Board regularly reviews internal audit functions, risk areas and the status of implementation of corrective actions and provides necessary strategic guidance to management to further strengthen the internal control environment.
The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company between September 01, 2025, and September 18, 2025, for the position as at March 31,2025. The Report has been received, and the Company has replied to all the queries within the prescribed time. Compliance with the observations was reviewed by the Audit Committee and the Board.
Your Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA) and as per the said policy, 234 branches, Regd. Office and 6 Zonal Offices were audited in FY 2025-26.
During the year, 20 loan accounts pertaining to 10 branches, amounting to '4.36 crore have been declared as fraudulent and have been reported to the authorities/ regulators. The Company has
taken appropriate remedial actions to avoid future occurrences of fraudulent activities by tightening reporting and internal control system.
Your Company has classified these accounts as non¬ performing assets and made 100% provision in line with regulatory guidelines. The Audit Committee reviews the audit reports/ remarks/ observations and replies/ compliances including the compliance of KYC norms. IS Audit of your Company for review period August 01, 2024 to July 31, 2025 was conducted by Canara Bank between 25/08/2025 to 30/08/2025. The compliance of the observations was reviewed by the Audit Committee of the Board. Management Audit by Canara Bank was conducted between 26/08/2025 to 01/09/2025 for the review period August 01, 2024, to July 31,2025.
38. DETAILS OF REGISTRAR AND SHARE TRANSFER AGENT (RTA):
During the year under review, there was no change in the RTA of the Company. The Company has continued to engage with the existing RTA. The details of RTA is given below:
Integrated Registry Management Services Private Limited
No. 30, Ramana Residency, 4th Cross,
Sampige Road, Malleswaram,
Bengaluru - 560003 Contact No.: 080-2346 0815-818 E-mail ID: irg@integratedindia.in Website: www.integratedindia.in SEBI Reg. No: INR000000544
39. LOANS, GUARANTEES OR INVESTMENTS:
Your Company, being a HFC registered with the NHB and engaged in the business of providing loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013, with respect to loans.
Accordingly, your Company is exempted from complying with the requirements to disclose in the financial statement the full details of the loans given, investment made, guarantee given, or security provided.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report details are separately disclosed and forms part of this Annual Report.
41. BOARD EVALUATION:
The Nomination Remuneration and HR Policy of your Company empowers the Nomination Remuneration and HR Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.
The Board of Directors formally assess their own performance based on parameters which, interalia, include performance of the Board on deciding long¬ term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.
The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, industry experience, business operations, domain knowledge, vision, strategy, engagement with senior management etc.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, that of its Committees and Individual Directors. The evaluation was conducted based on a structured questionnaire considering various criteria such as composition, strategic inputs, risk oversight, decision¬ making quality and engagement.
The feedback was collected and reviewed by the Independent Directors and shared with the Board. The outcome of the evaluation was discussed, and it was noted that the Board as a whole, its Committees and Individual Directors continue to function effectively and contribute meaningfully to the Company's governance and growth.
Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with; and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.
42. WHISTLE-BLOWER POLICY / VIGIL MECHANISM:
In accordance with the provisions of Section 177(9) of the Act and the rules made thereunder and Regulation 22 of the SEBI Listing Regulations, your Company has established Vigil mechanism and adopted a Whistleblower Policy under the surveillance
of the Audit committee. Your Company has adopted a work culture which ensures the highest standards of professionalism, honesty, integrity, moral and ethical behaviour.
The Audit Committee shall oversee the Vigil Mechanism through the Committee and if any of the members of the Committee have a conflict of interest in a given case, such member shall recuse themselves and the remaining members of the Committee shall deal with the matter on hand.
The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.
Following are the details of the complaints received by your Company during FY 2025-26:
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Sr.
No.
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Particulars
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Number of cases
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1.
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No. of complaints received during the
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Nil
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financial Year
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2.
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No. of complaints disposed of during the financial Year
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-
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3.
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No. of cases pending at the end of the financial Year
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Nil
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During FY 2025-26, two complaints were received by the Chairman of the Audit Committee. Upon due evaluation, neither complaint was classified as a whistle blower complaint under the Company's Whistle Blower Policy. Consequently, matters were appropriately addressed and resolved as on March 31, 2026.
The Whistle blower policy framed by your Company is in compliance with requirement of the Act and available on the websitehttps://www.canfinhomes. com/Policies and Codes.
43. CORPORATE GOVERNANCE:
As required under the Companies Act, 2013, Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 and Reserve Bank of India (Housing Finance Companies) Directions, 2025, the 'Report of Directors on corporate governance' for the year FY 2025- 26 formed part of this Annual Report. The said Report covers in detail the Corporate Governance Philosophy of the Company, Board Diversity,
Director's appointment and remuneration, declaration by Independent Directors, Board Evaluation, Familiarization Programme, Vigil Mechanism, etc. The Auditors' Certificate on Corporate Governance is provided with this report.
As on Mar'26, your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Reserve Bank of India (Housing Finance Companies) Directions, 2025 issued by Reserve Bank of India read with Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025, which inter-alia, defines and lays down the Corporate Governance practices of the Company towards its various stakeholders. The said policy is available on the website of the Company.
44. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT (BRSR):
In terms of Regulations 34(2)(f) of the SEBI Listing Regulations, the top-1000 listed entities, based on the market capitalization (calculated as on 31st March of every financial year) shall submit business responsibility and sustainability report for FY 2025-26 describing the initiatives taken by these listed entities from an environmental, social and governance perspective, in the format as specified by SEBI from time to time. Your Company being amongst top-1000 listed entities, have included the BRSR report for FY 2025-26 and the same is provided as a part of annual report as Annexure-5.
45. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013. The Nomination, Remuneration and HR Policy is uploaded on the website of your Company and is accessible at https://www.canfinhomes.com/Policies and Codes.
46. PARTICULARS OF EMPLOYEES:
In terms of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with
respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure 6 to this Board's Report.
47. LISTING OF SECURITIES:
The equity shares of the Company continued to be listed on the BSE Limited (BSE), and the National Stock Exchange of India Ltd. (NSE). The NCDs issued on private placement are listed on NSE. Further, the Company has listed its Commercial Papers (CPs) on BSE Limited.
48. SECRETARIAL STANDARDS:
Pursuant to Section 205 of the Companies Act, 2013, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India ('ICSI') to ensure compliance with applicable provisions read together with the relevant circulars issued by the MCA.
49. SAVE GREEN EFFORTS & RESPONSIBILITY TOWARDS SOCIETY:
The Company has always extended its support to the save green efforts mooted by the Ministry of Corporate Affairs (MCA), Government of India. Minimizing paper usage by increasing data storage digitally, dispatch of Certificates/ information by way of mail to the customers, utilization of solar energy to light the branches and for computer operations, are few of our initiatives in this direction.
In the years, your Company continues to publish only the statutory disclosures in the print version of the Annual Report. Electronic copies of the Annual Report, Annual General Meeting Notices and such other notices are being sent by e-mail to all members whose e-mail addresses are registered with the Company/ RTA / Depository participants (DP).
Further, in compliance with MCA circulars, the Company had been sending Notices for the general meetings and postal ballot only through e-mails to the addresses registered by the members with the Company / RTA/ DP and the general meetings have been conducted through VC / OAVM facility and e-voting facilities had been provided for remote e-voting as well as voting during the general meetings.
Hard copies of the said documents were sent to only those members and holders of securities / persons who were eligible to receive the same and who had requested for the same as prescribed under provisions of Companies Act and the SEBI LODR Regulations.
The Company has been discharging its Corporate Social Responsibility diligently and has extended its support towards green initiatives and details are covered in Para 17 of this report.
50. OUTLOOK FOR FY2026-27:
The outlook for the upcoming fiscal year centers on a transition towards a high-yield, technologically advanced, and nationally diversified housing finance organization. The strategic roadmap is built upon the following pillars:
Geographical & Market Expansion:
Executing a strategic push across all the regions equally to reduce heavy reliance on individual zone and tap into high-growth urban corridors.
Portfolio Diversification & Yield Optimization:
• Maintaining a core housing portfolio while steadily expanding into higher-yield segments such as Mortgage Loans, other Non-Housing Loans, and Advanced Processing Facility (APF), to ensure a steady pipeline of high-quality, vetted lending opportunities.
• Increasing penetration in the Self-Employed Non¬ Professional (SENP) category to capture superior margins through specialized credit handling and enhanced monitoring.
Technological Transformation & Operational Excellence:
^ Leveraging Core Banking Solution (CBS) to drive business process re-engineering, leading to significant reductions in operating expenses and manpower optimization.
^ Deployment of AI-powered chatbots, virtual assistants, and a centralized service desk to ensure 24/7 omnichannel customer support via WhatsApp and social media.
^ Utilizing Technology and AI for performance marketing, digital Out-of-Home (OOH) presence, and strategic brand positioning to catalyse sales and publicity.
Sustainability & Green Housing Advocacy:
^ Prioritizing the concept of "Green House" by incentivizing solar lighting systems, energy- efficient appliances, and eco-friendly construction materials/methods.
^ Aligning growth with environmental goals while unlocking new funding opportunities in the green finance sector.
Government Alignment & Social Impact:
Capitalizing on the PMAY-U 2.0 and other Government- led affordable housing programs through the Beneficiary Led Construction (BLC) scheme. These initiatives enable several underserved / low-income families to own permanent assets while simultaneously driving women's empowerment through mandatory co-ownership.
51. AWARDS AND RECOGNITIONS:
Your Company was honored with the Best Digital Transformation Initiative award in the Housing Finance segment at the 3rd Annual NBFC & FinTech Excellence Awards 2026, held on 26th February, 2026 in Mumbai. Organized by Quantic India under the theme "The Digital First NBFC," this prestigious recognition celebrates the success of Project Tejas, our flagship initiative dedicated to building a modern, integrated, and scalable digital lending ecosystem.
52. OTHER DISCLOSURES:
During the year under review, your Company is availing sub-Authentication User Agency (Sub-AUA) and sub-eKYC User Agency (Sub-KUA) under Canara Bank's AUA/KUA (Authentication User Agency & eKYC User Agency) license for Aadhaar authentication and e-KYC services for Customer Identification.
53. ACKNOWLEDGEMENT:
The Directors would like to thank Canara Bank, the promoter, for their continuous support. The Directors express their sincere gratitude and appreciation towards all those who have contributed to the success
of the Company during the past year. It is through the collective effort and dedication of stakeholders that we have achieved our goals and milestones.
The Directors also express their sincere gratitude to RBI, NHB, SEBI, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Insurance Regulatory and Development Authority of India, other Government and regulatory authorities, lenders, financial institutions and the Company's bankers for the ongoing support extended by them.
The Directors would also like to thank our esteemed customers and shareholders. As the directors reflect on the accomplishments of the past year, they are deeply grateful for your unwavering support and partnership. Your loyalty and trust have been the cornerstone of our success, empowering us to overcome challenges and pursue new opportunities with confidence. The Directors recognize the importance of your continued commitment, and they remain steadfast in our dedication to delivering value and excellence in all that they do.
Lastly, the directors extend their deepest appreciation to the employees, whose hard work, commitment, and innovative ideas have been instrumental in driving the growth and of your company. Their unwavering dedication and professionalism have played a significant role in overcoming challenges and seizing opportunities.
For and on behalf of the Board of Directors
Sd/-
Hardeep Singh Ahluwalia
Place : Bengaluru Chairman
Date: June 08, 2026 (DIN- 09690464)
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