Your Directors are pleased to present the 26^th Annual Report of your Company with the Audited Accounts for the year ended
31^st March, 2026.

The Company's financial performance for the financial year ended 31^st March, 2026, is summarized below:

(Rs. in Crores)

Note:

(1) Figures have been regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(2) The proposed dividend of Rs.3/- (30%) per equity share is not recognized as liability in the annual accounts as of 31^st March, 2026
(in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as liability on approval
of shareholders at the 26^th Annual General Meeting.

(3) Figure have been restated for FY 2024-25, please refer to Financial Statement.

Shareholder's Wealth

Dividend

Your Directors recommend a dividend of Rs.3/- (30%) per equity
share of face value of Rs.10/- each to the shareholders of the
Company for the financial year 2025-26, subject to the approval
of the shareholders at the ensuing Annual General Meeting of the
Company.

Further, the Board of Directors at their meeting held on 7^th August
2025 and 5^th February 2026 had declared interim dividend of
Rs.2.50 per share (25%) and Rs.2 per share (20%) respectively
for equity share of face value of 10/- each. Accordingly, the
total dividend for the financial year 2025-26, including interim
dividends already paid and the final dividend, if approved,
aggregates to Rs.7.50 per equity share and Dividend Payout Ratio
is 10.36%

As per section 194 of Income Tax Act, the Company is required to
deduct Tax at Source @ 10% on dividend payment if the aggregate
dividend amount exceeds Rs.10,000/-. However, no tax shall be
deducted for dividend payment to any Insurance Company and
Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover,
as per section 195 of the Act, tax is required to be deducted @
20% plus surcharge on payment of Dividend to Non-Residents.
The Company shall therefore be required to deduct tax at source
at the time of making the payment of dividend.

The Dividend Distribution Policy as required under regulation
43A of SEBI (LODR) Regulations, 2015, has been provided
as Annexure-1 to this report and is also made available on the
website of the Company at https://www.repcohome.com/
policies-and-codes

Share Capital

As of 31^st March, 2026, the Paid-up capital stood at
Rs.62,56,13,620 divided into 6,25,61,362 Equity shares of
Rs.10/- each. During the financial year, there was no change in
the Paid-up capital of the Company.

State of Affairs of the Company

The Company endeavours towards adopting the high standards
of underwriting practices backed up by robust monitoring

and recovery mechanisms. The Company is committed in
its efforts towards improving efficiency and service level
in its operations.

Lending Operations

The Company is a Non-Banking Financial Company - Housing
Finance Company (NBFC-HFC) and is engaged primarily in
financing the purchase and construction of houses. All other
activities of the Company revolve around the main business.

1) Sanctions

During the year, loan approvals stood at Rs.4,518.62 Crores
as compared to Rs. 3,518.92 Crores in the previous year.
The cumulative loan sanctions since inception of the
Company stood at Rs. 43,285.51 Crores at the end of the
financial year 2025-26.

Average ticket size of housing loan and non-housing loans
were Rs.22.99 Lakhs and Rs.22.55 Lakhs respectively based
on FY 2025-26 sanctions.

Loan Book:

At a portfolio level, housing loan constitute 67.22% and
non-housing loans constitute 32.78%

2) Disbursements

During the year under review, the Company disbursed
loans to the extent of Rs.4,148.01 Crores as against
Rs.3,284.22 Crores in the previous year. The cumulative
disbursements stood at Rs.39,995.32 Crores at the end
of the financial year 2025-26.

3) Loans Outstanding

The loan book of the Company as at the end of the
financial year 2025-26 was Rs.15,879.68 Crores as against
Rs.14,482.83 Crores in the previous financial year.

4) Profits

The Company's profit before tax as at the end of the financial
year 2025-26 was Rs.586.04 Crores as against Rs.577.83
Crores in previous financial year. The profit after tax was
Rs.452.77 Crores as compared to Rs.449.21 Crores during
the previous financial year.

Non-Performing Assets (NPA)

As of 31^st March 2026, the gross NPA of the Company was
Rs. 405.22 Crores excluding accrued interest (previous year Rs
472.91 Crores excluding accrued interest) constituting 2.55%
(previous year 3.26%) of the total loans outstanding. Net NPA
stood at 1.17% of the loan assets as of 31^st March 2026 against
1.32% as of 31^st March 2025.

Regulatory Compliance

Following the amendment in the Finance Act, 2019 and the
subsequent notification by the Reserve Bank of India (RBI) in
August 2019, HFCs would be treated as one of the categories
of Non-Banking Financial Companies (NBFCs) for regulatory
purposes and accordingly RBI would be the Regulator for HFCs
and NHB would continue to carry out supervision of HFCs.

The Company is in compliance with the applicable guidelines,
circulars and directions of Reserve Bank of India and National
Housing Bank. The Company has complied and is meeting with
principal business criteria for HFC as stipulated under Master
Direction - Non-Banking Financial Company - Housing Finance
Company (Reserve Bank) Directions, 2025 as amended from time
to time. Also, the Company is in compliance with the Companies
Act, 2013, guidelines / directions / circulars issued by MCA,
directions issued under Income Tax Act, 1961 and directions
issued pertaining to Accounting Standards. The Company
complied with the applicable SEBI Regulations, circulars and
guidelines to the extent applicable during the financial year.

The Company is registered with the Central Registry of
Securitization, Asset Reconstruction and Security Interest of
India (CERSAI) and furnishes information in respect of its loans.
Compliance of all regulatory guidelines of NHB/RBI/other statute
are reviewed on quarterly basis by Audit Committee and Board of
the Company.

IRDAI Compliance

The Company is registered with the Insurance Regulatory
and Development Authority of India (IRDAI) for carrying on
insurance agency business and has established processes to
ensure adherence to the applicable provisions of the Insurance
Regulatory and Development Authority Act, 1999 and the
IRDAI (Registration of Corporate Agents) Regulations, 2015, as
amended from time to time.

As an insurance intermediary, the Company maintains records,
data, and disclosures in accordance with the applicable regulatory
framework and has in place policies and procedures for the
maintenance, retention, and disposal of records as prescribed
under the relevant IRDAI regulations.

Other Compliances

(i) The Company had obtained the Legal Entity Identifier
No. 335800M7AQBAQYVHEW38 as required under the
RBI Circular - No.RBI/DOR/2025-26/350 DOR.CRE.REC.
No.269/07-02-008/2025-26 dated November 28, 2025 and
as advised by NHB. The Registration has been renewed as
required on an annual basis.

(ii) The Company has registered on TReDS Platform.

(iii) As per RBI Master Circular No.RBI/FED/2017-18/60
FED Master Direction No.11/2017-18 on Foreign
Investment in India and as per RBI/2022-23/160 A.P.
(DIR Series) Circular No. 22 dated January 04, 2023 on
Foreign Investment in India, Companies which have
foreign investment are required to report through
FIRMS - Reporting in Single Master Form and the same has
been complied with.

(iv) As required under Section 215 of the Insolvency and
Bankruptcy Code, 2016, the Company has registered itself
with National e-governance Services Limited (NeSL).

SEBI Circulars on Investors related matters

In order to enhance the ease of doing business for investors in the
securities market, SEBI vide its Circular No. SEBI/HO/MIRSD/
MIRSD_RTAMB/P/ CIR/2021/655 dated 3^rd November, 2021,
read together with the SEBI Circular No. SEBI/ HO/ MIRSD/
MIRSD_RTAMB/P/CIR/2021/687 dated 14^th December, 2021
(hereinafter, collectively referred as the "SEBI KYC Circulars")
mandated furnishing of PAN, full KYC details and Nomination by
the holders of physical securities. The Company has intimated the
concerned security holders about the folios which are incomplete
in terms of the SEBI KYC Circulars.

Shareholders are requested to note that pursuant to SEBI
circular dated 3^rd November, 2021 (subsequently amended by
circulars dated 14^th December, 2021, 16^th March, 2023 and 17^th
November, 2023) mandated that the security holders (holding
securities in physical form), whose folio(s) were not updated
with the KYC details (any of the details viz., PAN; Contact Details;
Mobile Number and Bank Account Details and signature, if any)
shall be eligible for any payment including dividend, interest
or redemption in respect of such folios, only through electronic
mode with effect from 1^st April, 2024.

SEBI vide their Circular No. SEBI/HO/MIRSD/POD-1/P/
CIR/2024/81 dated 10^th June, 2024 has provided relaxation
from non-submission of 'Choice of Nomination' for all existing
demat accounts & mutual fund holders as well as the physical
holders. Accordingly, SEBI has done away with freezing of Demat
Accounts as well as Mutual Fund Folios for the existing security
holders even if they do not submit their choice of nomination.
Further, security holders holding securities in physical form
shall be eligible for receipt of dividends, interest or redemption
payments and can also lodge grievances to RTA even if choice of
nomination is not submitted by them.

However, the existing security holders are encouraged to update
their choice of nomination with their Depositories/Depository

Participants considering the benefits of the same.

Shareholders are requested to update the KYC details by
submitting the relevant ISR forms duly filled in along with self
attested supporting proofs. The forms can be downloaded from
the website of the RTA, KFin Technologies Limited; https://ris.
kfintech.com/clientservices/isc/isrforms.aspx

The Company has complied with all applicable SEBI circulars
issued during the year except for the following disclosure as per
SEBI (LODR) Regulations, 2015

The Company received an order from GST Authorities on
31^st December 2025 after working hours. Since 1^st January 2026
was a declared holiday for the Company's Corporate Office at
Chennai, the disclosure was submitted to the Stock Exchange on
2^nd January 2026, being the immediate working day.

Capital Adequacy

The Company's capital adequacy ratio consisting of Tier I and
Tier II capital as of 31^st March, 2026 was 36.66% (previous
year 37.09%) which is well above the prescribed threshold
limit of NHB.

Financial Resources

(i) Refinance from National Housing Bank (NHB)

During the year, the Company has not availed refinance facility
from National Housing Bank. The refinance outstanding
at the end of the year was Rs.758.42 Crores (previous year
Rs. 875.54 Crores).

(ii) Borrowings from Bank and Financial Institutions

The outstanding borrowings from Banks and Financial
Institutions at the end of the financial year stood at
Rs.10,430.20 Crores (previous year Rs.9,122.42 Crores).

(iii) Borrowings from Repatriates Cooperative Finance and
Development Bank Ltd (Repco Bank - Promoter of the
Company)

The outstanding borrowings from Repatriates Cooperative
Finance and Development Bank Ltd (Repco Bank - Promoter
of the Company) at the end of the financial year stood at
Rs. 658.97 Crores (previous year Rs. 1,026.12 Crores).

(iv) Secured Non-Convertible Debentures (NCDs)

During the year, the Company has issued 12,500 listed, rated,
senior, secured, fully paid up, transferable, redeemable,
taxable, non-convertible debentures denominated in INR,
having a face value of Rs.1 Lakh each for an aggregate
value of Rs.125 Crores by way of private placement
basis. The outstanding NCDs as of 31^st March, 2026 is

Rs. 125.52 Crores (previous year- Nil). The Company's rating
for non-convertible debentures is AA- (Stable) issued by M/s.
ICRA Limited and these NCDs were listed on BSE Limited.

Details of Debenture Trustee:

IDBI Trusteeship Services Limited
Universal Insurance Building, Ground Floor,

Sir P.M. Road, Fort, Mumbai,

Maharashtra -400001
Website: www.idbitrustee.com

Unclaimed NCDs

As of 31^st March, 2026 there are no Non-Convertible
Debentures amount or interest thereon remaining unpaid or
unclaimed.

There are no Non-Convertible Debentures which have not
been claimed by the Investors or which were not paid by
the Company after the date on which the Non-Convertible
Debentures became due for redemption.

The Company has not redeemed any NCDs during the
financial year 2025-26 (Previous year-Nil).

(v) Commercial Papers

During the year, the Company has issued commercial paper
of on 6^th June, 2025 and 25^th June, 2025 for Rs.100 Crores
and Rs.50 Crores respectively. The amount outstanding as
of 31^st March, 2026 is Rs.147.70 Crores (Previous year-Nil).
The Company’s rating for commercial paper is A1 issued by
M/s. ICRA Limited and CARE Ratings.

(vi) Pass Through Certificate (PTC)

During the year, the Company undertook securitization
transactions through the issuance of Pass-Through
Certificates secured by identified receivables. The
outstanding PTC as of 31^st March 2026 stood at Rs. 85.20
Crores.

Unclaimed Dividends

As of 31^st March, 2026, dividend amounting Rs. 8,22,787.90
has not been claimed by the investors (balances are considered
after cancellation of Stale DD). According to section 125 of the
Companies Act, 2013 dividends remaining unclaimed for a period
of seven years from the date they became due are required to be
credited to the Investor Education and Protection Fund (IEPF) set
up by the Government of India. In accordance with the Investor
Education Fund (Uploading of information regarding unpaid
and unclaimed amount lying with the Companies) Rules 2012,
the Company has uploaded this information on https://www.
repcohome.com/investors/unclaimed-dividend

During the year, the unclaimed dividend of Rs.26,822.40/-
pertaining to the Financial Year 2017-18, was transferred to
Investor Education and Protection Fund after giving due notice
to the members. Further, during the year the Company has
transferred 69 equity shares in respect of which dividend has
not been claimed for seven consecutive years to Demat Account
of IEPF Authority, in respect of which, individual notice had also
been sent to concerned Shareholders. However, the concerned
shareholders may claim the unclaimed dividend and unclaimed
shares from IEPF.

During the year, the Investor Education and Protection Fund
Authority (IEPFA), Ministry of Corporate Affairs, had launched
a 100-Day Campaign titled "Saksham Niveshak" to assist
shareholders in claiming their unpaid or unclaimed dividends,
accordingly the Company had reached out to shareholders
through website disclosures, social media communication, and
newspaper publication encouraging shareholders to update
their KYC details and claim their outstanding dividends. Through
this campaign payment of multiple outstanding dividend(s) to
Shareholders who updated their bank details were processed by
the company.

Public Deposits

The Company has not accepted deposits from the public during
the financial year 2025-26.

Risk Management

The Company, being an NBFC-HFC, operates in a highly regulated
and dynamic environment and is exposed to multiple risks,
including credit risk, operational risk, Liquidity risk, interest rate
risk, and solvency risk.

Risk management is an integral part of the Company's business
operations. The Company has implemented a Board-approved
risk management policy framework, aligned with guidelines
issued by NHB and RBI. The objective of the risk management
framework is to measure and monitor various threats and to
implement policies and procedures to mitigate such risks faced
by the company and to strengthen operational controls in the
day-to-day business operations.

The Company recognizes that identification of risk is the most
crucial function in managing and mitigating the risk. The Company
identifies the risks in each function/activity through Cross¬
departmental inputs and systematic reviews by management/
committees periodically. The Company's Risk Management
function operates as the second line of defence, responsible for
establishing risk management frameworks, and independently
identifying, assessing, monitoring, and mitigating risks across the
organization. The first line of defence, comprising departmental

heads and executive management, holds the overall responsibility
for identifying, managing, monitoring, and evaluating risks within
their respective functions as part of day-to-day operations.

The Company assesses risks based on the likelihood of occurrence
and the potential impact (consequence). This analysis involves
evaluating a range of possible outcomes and the probability of
such outcomes materializing, enabling the Company to effectively
prioritize and mitigate risks.

The Risk Management Committee of the Company is constituted
in line with the provisions of Regulation 21 of the SEBI
(LODR) Regulations and in terms of NHB/RBI Directions. As of
31^st March, 2026, the committee comprised of Mr. Ramchandran
Vaithianathan (Chairman of the Committee), Mr. C.Thangaraju,
Mr. Esthaki Santhanam, and Mr. Mrinal Kanti Bhattacharya,
Mrs. Usha Ravi and Mr. Thangappan Karunakaran.

The Risk Management Committee reviews and monitors the
overall risk management framework for the management of
various risks.

The Company has constituted an internal risk management
committee named Credit & Operational Risk Management
Committee (CORMC). Generally, the CORMC meeting is held once
in three months and based on requirement, meetings are held
in addition to quarterly meeting. The scope of the committee
includes identifying, monitoring, and measuring of risk profiles,
develop policies and procedures, monitor compliance of risk
parameters by various departments etc.

Further, the Company has established an Asset Liability
Management Committee (ALCO), which meets monthly. The
ALCO is responsible for reviewing lending rates, monitoring
the Asset-Liability Management (ALM) position, and ensuring
effective management of liquidity and interest rate risks.

Human Resources

The Company views its workforce not merely as a resource, but as
a strategic human capital asset driving long-term value creation.
In an increasingly dynamic and competitive environment, the
Human Resources function continues to evolve as a key strategic
enabler, fostering organizational agility, capability building, and
a high-performance culture. The Company’s HR philosophy is
anchored in building a future-ready workforce, supported by
progressive people practices, digital enablement, and a strong
emphasis on employee experience.

During the financial year 2025-26, the Company proudly
celebrated its 25^th Anniversary, honouring long-serving
employees for their dedication and contributions. High-

performing branches and departments were recognized and
rewarded at the Annual Review Meeting. Employees from across
the country actively participated in the celebrations, fostering
a strong sense of unity, engagement, and belonging across the
organization.

As part of employee engagement initiatives, the Company
celebrated various festivals along with International Women's
Day, through various activities, team building exercise, and
recognition programmes, fostering a vibrant and inclusive
workplace culture.

During the year under review, the Company initiated the
implementation of the New Labour Codes in alignment with
Government guidelines. As part of this transition, several
measures were undertaken to streamline compliance processes,
strengthen compliance frameworks, and enhance efficiency.
Capability development remained a key priority, with
continued investments in structured learning initiatives focused
on upskilling, cross-functional exposure, and leadership
development. Employees were nominated to external
programmes conducted by reputed institutions such as the
Reserve Bank of India - College of Agricultural Banking,
National Housing Bank, The Institute of Company Secretaries
of India and Administrative Staff College of India. During
the financial year 2025-26, the Company conducted 33
in-house training programmes and facilitated participation in
13 external programmes, covering over 900 employees, reflecting
its commitment to building a resilient and future-ready talent
pool.

The Company remains committed to fostering a people-centric
and inclusive workplace culture, with focused initiatives including
the implementation of a transgender policy, employee well-being
policy, and work-life integration practices.

In line with evolving workplace trends, the Company continues
to leverage digital HR platforms and automation to enhance
operational efficiency and deliver seamless employee experiences
across the employee lifecycle.

As of 31^st March 2026, the total number of employees on the rolls
of the Company stood at 1,384.

Expansion of branch network

The network of branches was expanded prudently after due
identification of potential locations. The Company opened 8 new
Branches and 1 Satellite centers during FY 2025-26 and upgraded
13 satellite centres as branches. As of the end of FY 2025-26, the
network tally stood at 242 spread 12 States and 1 Union territory,
comprising 210 Branches and 32 Satellite centres.

Recovery Action under Securitisation & Reconstruction
of Financial Assets and Enforcement of Security
Interest Act, 2002 (SARFAESI ACT)

During the year, your Company initiated action against 3422
(numbers) defaulting borrowers under the Securitisation and
Reconstruction of Financial Assets and Enforcement of Security
Interest ("SARFAESI") Act, 2002 and recovered Rs.149.72 Crores
from borrowers. Out of the above amount, Rs.15.68 Crores
(previous year Rs. 15.50 Crores) was recovered by way of sale
of assets under SARFAESI. Apart from this, Rs 9.77 Crores was
recovered in Written-off accounts.

Disclosure under the Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has implemented a comprehensive Anti-Sexual
Harassment Policy in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been duly constituted to address,
investigate, and redress complaints relating to sexual harassment
at the workplace.

The policy is applicable to all employees of the Company, including
permanent employees, contractual staff, temporary employees,
trainees, and interns. To foster a safe, inclusive, and respectful
work environment, the Company conducted regular awareness
and sensitization programmes during the year. Exclusive
POSH training programme was imparted to approximately 650
employees.

During the financial year under review, no complaints
pertaining to sexual harassment were received by the ICC, and
consequently, no cases were pending for disposal as on the
reporting date. The Company remains committed to maintaining
a workplace that is free from discrimination, harassment,
and retaliation.

Compliance with the provisions Maternity Benefit Act,
1961

The Company affirms that it has complied with the applicable
provisions of the Maternity Benefit Act, 1961 and the rules made
thereunder during the financial year under review.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules
framed thereunder, the Company has in place a Corporate
Social Responsibility (CSR) Committee of Directors comprising
of Mr. C.Thangaraju (Chairman of the Committee), Mr. Esthaki
Santhanam, Mr. Mrinal Kanti Bhattacharya, Mrs. Usha Ravi, Dr. G.
Venkataiah, Mr.Thangappan Karunakaran as on 31^st March, 2026
and has inter alia formulated a Corporate Social Responsibility
Policy. The policy is placed on the website of the Company,
https://www.repcohome.com/policies-and-codes.

This Committee envisages the activities to be undertaken in
pursuance of CSR initiatives. During the year the Company spent a
sum of Rs.24.79 Crores towards CSR initiatives and the remaining
unspent CSR amount of Rs. 0.22 Crores towards ongoing project
has been transferred to a separate bank account within stipulated
time as prescribed under Companies Act, 2013. The same will
be utilized towards ongoing projects in accordance with the
provisions of Companies Act, 2013. The Annual Report on CSR
activities forming part of the Directors' Report is furnished as
Annexure-2 to this report.

Employee Stock Option Scheme:

There are no changes to Repco Home Finance Limited Employees
Stock Option Scheme. The disclosures as required by the
Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014 have been placed on the website of
the Company.

The Company has not issued any stock options during FY
2025-26.

Particulars Relating to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and Expenditure

Particulars relating to conservation of energy and technology
absorption stipulated in the Companies (Accounts) Rules 2014
are not applicable to the Company and further the Company has
no foreign exchange earnings and outgo.

Loan from directors or their relatives

During the year under review, your Company has not taken any
loan from the Directors or their relatives.

Matters Related to Directors and Key Managerial
Personnel

The Company has a diverse and inclusive Board which
empowers to protect the interest of all the Stakeholders. The
composition of the Board is in accordance with Section 149
of the Act and Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with an appropriate
combination of Executive, Non-executive and Independent
Directors. As of 31^st March, 2026, the Board of Directors of
your Company comprised 9 Directors; viz. five (5) Independent
Directors out of which one (1) is a women Independent Director,
two (2) Non-Executive Directors & Non-Independent Directors,
two (2) Executive Directors. The Chairman of the Board is a Non¬
Executive & Non-Independent Director.

Number of Meetings of Board:

Eight meetings of the Board were held during the year under
review. For details of meetings of the Board, please refer to the
Corporate Governance Report, which forms part of this Annual
report.

Director(s) Retiring by Rotation:

Mr. Esthaki Santhanam (DIN: 01483217), is retiring by rotation
at the ensuing Annual General Meeting and being eligible, offer
himself for re-appointment. The resolution for his re-appointment
forms a part of the notice convening the Annual General Meeting.
The details pertaining to the re-appointment are elucidated in
the explanatory statement to the notice convening the Annual
General Meeting.

Appointment of Managing Director & Chief Executive
Officer

Upon receipt of shareholder's approval, Mr. Thangappan
Karunakaran (DIN 09280701) was appointed as Managing
Director & Chief Executive Officer effective from 11^th April 2025.

Appointment of Independent Director

During the financial year 2025-26, Dr. G. Venkataiah (DIN:
11234332) was appointed as an Additional Director on the Board
of the Company designated as Non-Executive and Independent
Director with effect from 7^th August 2025. The shareholders
have approved this appointment by passing a special resolution
through postal ballot on 17^th October, 2025.

Appointment of Whole-time Director

During the financial year 2025-26, Mr. Paiyur Kuppuraman
Vaidyanathan (DIN: 11234342) was appointed as an Additional
Director on the Board designated as Whole-time Director
of the Company on 7^th August 2025 subject to the approval
of the shareholders and Reserve Bank of India (RBI). The
RBI, vide its letter dated 19^th December 2025, informed that
they have no objection to the appointment of Mr. Paiyur
Kuppuraman Vaidyanathan as Whole-time Director (Executive
& Non-Independent Director) of the Company. Accordingly, his
appointment became effective from 19^th December 2025. The
shareholders have approved this appointment by passing an
ordinary resolution through postal ballot on 12^th February, 2026.

Declaration of Fit & Proper Criteria

All the directors of the Company satisfy the fit and proper
criteria as prescribed under the applicable regulations prescribed

by RBI / NHB and that they are not disqualified from being
appointed as directors in terms of Section 164(1) & 164(2) of the
Companies Act, 2013.

The details of the number of Board/Committee meetings held are
provided in the Report on Corporate Governance which forms
part of this Annual report.

Declaration by Independent Directors:

The Independent Directors have given declarations to the
Company in terms of Section 149 of the Companies Act, 2013
and Regulation 25(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 that they meet the criteria of
independence as provided in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further, there
has been no change in the circumstances which may affect their
status as Independent Director during the year. The Independent
Directors appointed are persons of high repute, integrity and
possesses the relevant expertise, experience and proficiency.
The terms and conditions of appointment of the Independent
Directors are placed on the website of the company.

The details of familiarization programmes conducted for
Independent Directors is hosted on the website of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act,
2013, Mr. Thangappan Karunakaran [Managing Director and
CEO], Mr. Paiyur Kuppuraman Vaidyanathan [Whole-time Director
& Chief Development Officer], Mr. Ankush Tiwari [Company
Secretary & Compliance Officer], and Mrs. Shanthi Srikanth
[Chief Financial Officer] are the Key Managerial Personnel of the
Company as on 31^st March, 2026.

The changes in the Key Managerial Personnel of the Company
during the year under review are given below:

• Mr. Thangappan Karunakaran (DIN 09280701) was
appointed as Managing Director & CEO with effect from
11^th April 2025.

• Mr. Paiyur Kuppuraman Vaidyanathan (DIN 11234342)
was appointed as Whole-time Director with effect from
19^th December 2025.

Senior Management

Senior Management of the Company includes Managing Director
& CEO, Chief Development Officer, Chief Operating Officer, Chief

Business Officer, Company Secretary & Compliance Officer, All
General Managers, Chief Financial Officer, Head of Internal Audit,
Chief Compliance Officer and Chief Risk Officer.

The changes in the Senior Management of the Company during
the year under review are given below:

1. Mr. A.Palpandi, General Manager was elevated as the
Chief Operating Officer of the company with effect from
21^st April 2025

2. Mr. K.G.Visswanathan, was appointed as the Chief Risk
Officer of the company with effect from 28^th May, 2025

3. Mr. A. Arumugom resigned as the interim Chief Risk Officer of
the company with effect from 28^th May, 2025.

4. Mrs. Shanthi Srikanth, Mr. K. Murali, Mr. A. Thilagaraj and Mr.
K. Muralidharan were elevated as General Managers with
effect from 6^th May, 2025.

Policy on directors' appointment and remuneration
and other details

The Company's policy on appointment of Directors and
remuneration is hosted on the Company’s website at
https://www.repcohome.com/policies-and-codes

In addition, the Company's policy on appointment of Directors
and remuneration and other matters provided in Section
178(3) of the Companies Act, 2013 has been disclosed in the
Corporate Governance Report, which forms part of this Annual
report and is also available on the Company’s website at
https://www.repcohome.com/policies-and-codes

Statutory Auditors

At 24^th Annual General Meeting held on 2^nd August 2024, the
shareholders appointed M/s. R. Subramanian and Company
LLP, Chartered Accountants, (Firm Registration No. 004137S/
S200041) as Statutory Auditors for a term of three consecutive
years to hold office from the conclusion of 24^th Annual General
Meeting till the conclusion of 27^th Annual General Meeting.

The Statutory Auditors have not made any adverse comments or
given any qualification, reservation or adverse remarks in their
Audit Report.

Pursuant to the Reserve Bank of India Circular RBI/2021-
22/25Ref.No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated
27^th April, 2021, Guidelines for Appointment of Statutory Central
Auditors (SCAs)/Statutory Auditors (SAs), ("RBI Guidelines") the
Company having assets size of Rs.15,000 Crore and above, as at
the end of previous year the statutory audit should be conducted

under joint audit of a minimum of two audit firms. In this regard,
as the Company's asset size crossed the threshold of Rs.15,000
Crores as at 31^st March, 2026, accordingly the statutory audit of
the Company shall be conducted under joint audit of a minimum
of two audit firms.

Pursuant to section 139 of the Companies Act,2013, read with the
Companies (Audit and Auditors) Rules, 2014, RBI Guidelines for
appointment of Statutory Auditor(s), the Board of Directors based
on the recommendation of Audit Committee, has recommended,
the appointment of M/s. Rajagopal & Badri Narayanan
(FRN: 003024S) as the Joint Statutory Auditors of the Company
for a period of 3 (three) years effective from the conclusion of
26^th Annual General Meeting until the conclusion of 29^th Annual
General Meeting subject to approval of the Shareholders of the
Company at the ensuing Annual General Meeting. The Company
has received requisite consent and eligibility certificates from
the above audit firm under applicable rules and laws confirming
that they meet the applicable statutory requirements and are not
disqualified from being appointed as auditors of the Company.

Audit and Internal Auditors

National Housing Bank (NHB) conducts inspection of your
Company on an annual basis. During the year, the NHB conducted
regular inspection of your Company from 25/09/2025 to
17/10/2025 for the position of financial year 2024-25.

The Company had appointed Mr. Vaidyanathan S. Iyer, Head of
Internal Audit, as Internal auditor for FY 2025-26.

The Company has also put in place a well-defined policy on Risk
Based Internal Audit (RBIA).

Directors' Responsibility Statement

In accordance with the provisions of section 134(3)(c) of the
Companies Act, 2013 and based on the information provided
by the management and review of the statement by the Audit
Committee, the Board of Directors report that-

a) In the preparation of the annual accounts for the year ended
on 31^st March, 2026, the applicable accounting standards
have been followed and there are no material departures;

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 the Company for the
financial year ended on 31^st March, 2026 and of the profit of
the Company for that period;

c) The Directors had taken proper and sufficient care for the

maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on an
ongoing concern basis;

e) This being a listed Company, the Directors had laid down
internal financial controls to be followed by the Company
and that such internal financial controls are adequate and
were operating effectively and

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.

Disclosure under section 43(a)(ii) of the Companies
Act, 2013

The Company has not issued any shares with differential rights
and hence no information as per provisions of Section 43(a)(ii)
of the Companies Act, 2013 read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is required to be
furnished.

Disclosure under section 54(1) (d) of the Companies
Act, 2013

The Company has not issued any sweat equity shares during the
year under review and hence no information as per provisions of
Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is required to be
furnished.

Disclosure under section 67(3) of the Companies Act,
2013

During the financial year under review, there were no instances
where voting rights were not exercised in respect of shares
acquired directly by employees under any scheme. Accordingly,
the disclosure required under Section 67(3) of the Companies
Act, 2013, read with Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014, is not applicable

Disclosure under Rule 8 of the Companies (Accounts)
Rules, 2018:

During the year under review, the Company has not made
any application nor any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016. Further, there were no
instances of one-time settlement of any loans taken from the
Banks or Financial Institutions.

Disclosure under Rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014

During FY 2025-26, no employee was in receipt of remuneration
of Rs.1.02 Crore or more per annum or Rs.8.5 lakh or more per
month, as required under Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The ratio
of remuneration of each Director to the median of employees'
remuneration and such other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 is given as Annexure -3.

Market Capitalization and PE ratio

Internal Financial Control Systems

The Company has an Internal Financial Control System,
commensurate with the size, scale and complexity of its
operations.

The Internal Audit Department and Head of Internal Audit
monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the
Company. Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board every
quarter or at periodic intervals.

Annual Return

In accordance with the Companies Act, 2013, the annual return
in the prescribed format is placed on the Company's website and
can be accessed at https://www.repcohome.com/annual-return

Secretarial Audit Report

In compliance with Regulation 24A of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 and Section 204
of the Companies Act, 2013, at the 25^th Annual General Meeting
held on 22^nd August 2025, the shareholders appointed M/s. G
Ramachandran & Associates (PR No:2968/2023), Practising
Company Secretaries as Secretarial Auditor of the Company for
a term of five consecutive years commencing from FY 2025-26
till FY 2029-30. The Secretarial Audit Report is annexed to this
report as Annexure-4. The Secretarial Auditor has not made any
adverse comments or given any qualification, reservation or
adverse remarks in their Audit Report.

In addition to the Secretarial Audit Report, Secretarial Compliance
report has also been issued by the Secretarial Auditor as per the
SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 02^nd February,
2019, and the said report has been submitted to the Stock
Exchanges.

Secretarial Standards

During the financial year 2025-26, the Company complied
with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

Details of Loans Given, Guarantees Given or Security
Provided

The provisions contained in Section 186(11) of the Companies
Act, 2013, relating to loans, guarantees or securities do not apply
to the Company.

Investments

The total investment in Repco Micro Finance Limited (RMFL)
(unlisted Associate Company) is Rs.31.60 Crores (3,16,00,000
equity shares of Rs.10/- each).

Subsidiary, Joint Ventures and Associate Companies

The Company has an associate company M/s. Repco Micro Finance
Limited. Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, your Company has prepared Consolidated
Financial Statements of the Company which forms part of this
Annual Report. Further, a statement containing salient features of
financial statements of the associate Company in the prescribed
format AOC-1, pursuant to Section 129(3) of the Companies Act,
2013 and rules made thereunder, is annexed as Annexure-5 to
this Report.

The Company does not have any holding, subsidiary companies
including any Joint Ventures as of 31^st March 2026.

Particulars of Contracts or Arrangements with Related
Parties Referred to in Section 188(1)

All the related party transactions entered during the year were
in ordinary course of business and on arm's length basis. The
Company has obtained the shareholders' approval for material
related party transactions as required under SEBI (Listing
Obligations and Disclosure Requirement) Regulation, 2015.

There are no transactions under the ambit of section 188 of the
Companies Act, 2013. The disclosure of particulars of contracts/
arrangements entered by the Company with related parties
referred to in Section 188 of the Act in Form AOC-2 is annexed
as Annexure-6

The Company presents a statement of all related party
transactions before the Audit Committee of the Board. The details
of such transactions are given in the accompanying financial
statements.

Material Changes and Commitments affecting financial
position of the Company between 31^st March, 2026 and
the date of Board's Report.

There has been no material changes and commitment, affecting
the financial position of the Company which has occurred
between the end of the financial year to which the financial
statements relate and the date of the report.

There has been no change in the nature of business of the
Company. No significant or material orders have been passed by
the regulators or Courts or Tribunals impacting the going concern
status of the Company and / or the Company's operations in

future

Maintenance of Cost Records

Being a housing finance company, the Company is not required
to maintain cost records as per sub-section (1) of Section 148 of
the Act.

Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulations, 2015,
Management Discussion and Analysis Report for the year under
review, is presented in a separate section which forms a part of
this Annual report.

Report on Corporate Governance

In accordance with the SEBI (LODR) Regulations, 2015, the report
on corporate governance for the year under review is presented
in a separate section which forms a part of this Annual report.

Internal Guidelines on Corporate Governance

The Company has a duly formulated Internal Guidelines on
Corporate Governance in accordance with Reserve Bank
of India (Non-Banking Financial Companies - Governance)
Directions, 2025 which inter-alia, defines the legal, contractual
and social responsibilities of the Company towards its various
stakeholders and lays down the Corporate Governance practices
of the Company. The said policy is available on the website of the
Company at https://www.repcohome.com/policies-and-codes

Performance Evaluation of the Board

In terms of the requirements of the Companies Act and the
Listing Regulations, an annual performance evaluation of the
Board is undertaken where the Board formally assesses its own
performance with the aim to improve the effectiveness of the
Board and its Committees and Individual Performances of the
Directors. The above manner is based on the Guidance Note on
Board Evaluation issued by SEBI on 05^th January, 2017.

The Board carried out the evaluation of every Director's
performance, its own performance, the Committees and all the
Independent Directors.

During the financial year under review, a separate meeting of
the Independent Directors were held on 4^th February 2026 and
27^th March 2026 without the presence of Non-Independent
Directors and the Management of the Company. The Independent
Directors discussed and reviewed the performance of the
Non- Independent Directors and the Board as a whole,
performance of Chairman of the Company and also assessed
the quality, quantity and timeliness of the flow of information
between the Management and the Board, which is necessary for
the Board to effectively and reasonably perform its duties.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has approved the vigil mechanism/whistle
blower policy of the Company which provides a framework to

promote a responsible and secure whistle blowing. It protects
employees wishing to raise a concern about serious irregularities
within the Company. It provides for a vigil mechanism to
channelize reporting of such instances/ complaints/ grievances
to ensure proper governance. The Audit Committee oversees
the vigil mechanism. No person was denied access to the Audit
Committee to express concerns or reporting grievances under
the Whistle Blower Policy and/or vigil mechanism.

During the year under review, three complaints were received
under the whistle blower mechanism of the Company and the
same was reported to the Audit Committee, the complaints have
been closed as on 31st March, 2026.

The Whistle Blower Policy is placed on the website of the
Company, https://www.repcohome.com/policies-and-codes

Reporting of Frauds by the Company

Pursuant to NHB Circular on Guidelines on Reporting and
Monitoring of Frauds in Housing Finance Companies dated 05^th
February 2019, the Company has reported 7 fraudulent cases
(Previous Year- 2 fraudulent cases) to NHB. The Amount related
to fraud is Rs.1,111.44 Lakhs (Previous Year - Rs.71.63 Lakhs).
While total amount recovered in 4 instances (total amount
recovered Rs. 253.14 Lakhs), all efforts are being made to recover
the dues in other accounts.

Fraud Reported by Auditors

During FY 2025-26, the Statutory Auditors, in accordance
with Section 143(12) of the Companies Act, 2013, reported to
the Audit Committee and the Central Government the frauds
identified by the Company at its Anna Nagar, Bannerghatta, and
Adyar branches, aggregating to Rs.10.78 crores.

Further, the Secretarial Auditor has not noticed or reported to the
Audit Committee/Board or Central Government any instances of
material fraud by the Company or on the Company under Section
143(12) of the Companies Act, 2013.

Listing of Securities

The equity shares of your Company are listed on National
Stock Exchange of India Limited and BSE Limited and the
Non-Convertible Debentures (NCDs) issued on private placement
are listed on BSE Limited. The listing fees for the financial year
2025-26 have already been paid to the Stock Exchanges. Further,
the Annual Listing fees for the year 2026-27 were duly paid to the
above stock exchanges within the stipulated time limit.

Details of non-compliance, penalties, imposed on by
any statutory authority

During the financial year 2025-26 and 2024-25, no penalties have

been imposed on the Company by any Statutory Authority.

The Reserve Bank of India has levied penalty of Rs.70,000 on
12^th June 2026, towards Non-compliance with the directions
issued by the Reserve Bank of India on Fair Practice Code. It
may be noted that the Company has since undertaken corrective
action to address the issue.

During the financial year 2022-23, the Stock Exchanges (NSE
& BSE) have levied a penalty for non-compliance of regulation
17 (1A) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 of Rs.1,01,480/- each. The Company's request
to the Stock Exchanges (NSE & BSE) for waiver of penalty imposed
was not considered favourably by the Designated Exchange.

Credit rating

The brief details of the ratings received from credit rating
agencies by the Company for its outstanding instruments is given
in the annexed 'General Shareholder Information'.

Environmental, Social, and Governance (ESG):

As part of our unwavering commitment to driving positive societal
impact, Repco Home Finance Limited (RHFL) continues to
integrate Environmental, Social, and Governance (ESG) principles
into every aspect of our operations. With the ever-growing
global emphasis on sustainability, corporate responsibility, and
transparency, RHFL remains dedicated to fulfilling our mission
of empowering underserved communities through accessible
housing finance while simultaneously enhancing social welfare.

Environmental Responsibility

While our core business of home financing does not directly
impact environmental resources, we recognize the significance
of sustainable practices in every sphere of our operations. RHFL
through Green Home Loan Scheme encourages homebuyers
to invest in energy-efficient, eco-friendly housing solutions,
thereby contributing to long-term environmental sustainability.
Additionally, our operational practices continue to focus on
minimizing our carbon footprint, reducing waste, and promoting
responsible resource consumption in our offices and facilities.

Social Impact

At RHFL, our focus on financial inclusion is central to our social
responsibility. We remain steadfast in providing access to home
financing for individuals in Economically Weaker Sections (EWS)
and Low Income Groups (LIG), including those with limited or
no access to formal financial services. In addition to offering
affordable home loans, we guide our customers through the
complexities of insurance options, government subsidies, and

financial literacy to ensure their long-term security. Furthermore,
our holistic approach extends to specialized support for elderly
individuals, people with disabilities, and illiterate clients,
ensuring they receive personalized care and attention.

Our corporate social responsibility (CSR) projects reflect our
commitment to building stronger communities. In FY 2025¬
26, RHFL supported a wide range of initiatives in areas such as
healthcare, education, rural development, etc. Our CSR initiatives
reached vulnerable groups, underscoring our focus on inclusive
development.

Governance Practices

Transparency, integrity, and accountability are at the heart of
RHFL's governance framework. We adhere to robust corporate
governance policies, ensuring that our business operations
are conducted in compliance with international standards.
Our commitment to ethical conduct is reflected in our vigilant
whistleblower policies and our zero-tolerance approach towards
discrimination, harassment, and unethical behaviour. We also
continue to promote gender equality, diversity, and inclusion
within our workforce, ensuring equal opportunity for all
employees and contractors. Our Board and leadership maintain
a strong focus on long-term value creation, ensuring that our ESG
goals are seamlessly integrated into our business strategy.

We are proud of the progress we have made thus far, but we
understand that the journey toward greater sustainability
and inclusivity is ongoing. As we move forward, RHFL remains
committed to expanding our ESG efforts, working hand-in-hand
with our stakeholders to build a more equitable and sustainable
future.

Customer-Friendly Initiatives

The practices followed by the Company are transparent, fair and
impartial for the clients, customers, borrowers in all branches
across the country.

Details of the Company’s loan products, schemes, charges and
other information are provided on the website of the Company.

In consonance with Reserve Bank of India (Housing Finance
Companies) Directions, 2025, the Fair Practices Code (FPC)
and Most Important Terms and Conditions (MITC) are regularly
updated and uploaded on the Company's website for the ready
reference for our customers.

Related Party Transaction Policy

The policy on transactions with Related Party is given as
'Annexure-7' to this report. The policy is also placed on the

website of the Company, https://www.repcohome.com/policies-
and-codes

Business Responsibility and Sustainability Report
(BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR) for the year
under review forms part of this Annual Report and is enclosed
as Annexure 8.

Acknowledgements

Your Directors would like to thank Repatriates Cooperative
Finance and Development Bank Limited (Repco Bank), Promoter
of the company for their continuous support.

Your Directors would like to acknowledge the role of all its
stakeholders viz., shareholders, bankers, borrowers, insurance
partners, Statutory Auditors, Secretarial Auditors, panel
advocates, panel valuers, agents and all others for their continuous
support to your Company and the confidence and faith that they
have always reposed.

Your Directors acknowledge and appreciate the guidance and
support extended by all the Regulatory authorities including
Government of India, Government of Tamil Nadu and other State

Governments, National Housing Bank (NHB), Reserve Bank
of India (RBI), Securities and Exchange Board of India (SEBI),
Ministry of Corporate Affairs (MCA), Registrar of Companies
(Chennai, Tamilnadu), Stock Exchanges (NSE and BSE), Insurance
Regulatory and Development Authority of India (IRDAI), NSDL
and CDSL.

Your Directors thank the Rating Agencies, viz. ICRA, CARE,
the Registrars & Share Transfer Agents of the Company,
Government(s), local/ statutory authorities, and all others for
their whole-hearted support during the year and look forward to
their continued support in the years ahead.

Your Directors take this opportunity to thank all the executives
and employees of the Company and wish to place on record their
commendable hard work, team spirit and dedicated service to the
customers which enabled the Company to achieve an appreciable
level of business performance during the year.

For and on behalf of the Board of Directors

Sd/-

Date : 1^st July 2026 C. Thangaraju

Place : Chennai Chairman

(DIN: 00223383)