The Board of Directors of Sahara Housingfina Corporation Limited (“the Company” or “SHCL”) is pleased to present the 33rd Annual
Report and the Audited financial statements of the Company for the financial year ended March 31, 2024 (“financial year under
review”).

? Financial Summary

The Company’s financial performance for the financial year ended March 31, 2024 as compared to the previous financial year ended
March 31, 2023 is summarised below;

(' in lakhs)

? Business Overview

Some of the key highlights of your company’s
performance during the year under review;

(a) Gross Income

The Gross Income for the year under review was
' 1062.65 Lakh as against the previous financial
year’s income of ' 1120.26 Lakh.

(b) Profit (PBT & PAT) & Income

Your Company’s Profit Before Tax (PBT) for the current
financial year is ' 184.95 Lakh as compared to
' 208.70 Lakh in the previous financial year and the
Profit After Tax (PAT) for the current financial year is
'140.45 Lakh as against '141.60 Lakh in the previous
year.

(c) Net Owned Fund (NOF) & Assets under
Management (AUM)

^ Shareholder's Equity (Net Owned Fund) as on March
31,2024 was ' 4998.46 Lakhs as against ' 4824.05
Lakhs in the previous year.

^ The Total Assets under Management of the Company
as on March 31, 2024 was ' 7576.74 Lakhs as
against 37866.63 Lakhs in the previous year.

(d) Transfer to Special Reserve

During the year under review, your company
transferred ' 29.22 Lakhs to the Statutory Reserve
under Section 36(1)(viii) of the Income Tax Act, 1961
read with Section 29C of the NHB Act, 1987.

Deferred Tax Liability on the Special Reserve for the
year under review has been created in accordance
with Clause 101.2 of Chapter XIV of the Master
Direction-Non-Banking Financial Company [Housing
Finance Company] (Reserve Bank) Directions, 2021
issued by the Reserve Bank of India.

(e) Earnings per Share (EPS)

The Earnings per share (EPS) as on March 31,2024
was ' 2.01 as against ' 2.03 as on March 31, 2023.

(f) Share Capital

The paid-up equity share capital as on March 31,
2024 was ' 7.00 Crores, divided into 7,000,000
equity share of face value of '10 each.

i. Issue of Equity Shares with differential Rights/
Buy Back

The Company neither issued equity shares with
differential rights during the financial year 2023¬
24 nor bought back any of its shares during the
year under review.

ii. Issue of Sweat Equity Shares

The Company did not issue any sweat equity
shares during the financial year 2023-24.

iii. Issue of Employee Stock Options

The Company did not issue any stock options
during the financial year 2023-24.

iv. Provision by company for purchase of its own
shares by employees or by trustees for the
benefit of employees

The Company does not have a scheme for
purchase of its own shares by employees or by

any Trustee for the benefit of employees.

(g) Subordinated Debt

Your Company did not raise any fresh money through
subordinated debt during the year under review.

(h) Issue of (Unlisted) Secured Non Convertible
Debenture (NCD)

Your company did not raise fresh money through
(Unlisted) Secured Non Convertible Debentures
(NCD) during the year under review. As on March
31,2024, your Company's outstanding secured long
time borrowing was ' 30 Cr. and interest due thereon
has been paid. Infomerics Valuation and Rating Pvt.
Ltd. has given credit rating of IVR BB-/Stable (IVR
double B minus with Stable Outlook)

(i) Material Changes & Commitments occurring
after the end of Financial Year

No material changes and/or commitments affecting
the financial position of the Company occurred
between the end of the financial year to which the
attached financial statements relate to and upto the
date of this report.

(j) Capital Adequacy

As per the Clause 6.1 of Chapter IV of the Master
Direction-Non-Banking-Financial Company-Housing
Finance Company-(Reserve Bank) Directions, 2021,
every Housing Finance Company (HFC) shall
maintain a minimum Capital Adequacy Ratio (CAR)
of 15 per cent as on March 31, 2022 & thereafter.
The Capital Adequacy Ratio of your Company as
on March 31 of Year 2024, 2023 and 2022 is set
out in the table below:

(k) Investment in Subsidiaries, Associates and Joint
Ventures

Your Company does not have any subsidiary nor
has it made any investment in associates or joint
ventures. Consequently, the disclosure requirement
as stipulated in terms of sub-section (3) of Section
129 of the Companies Act, 2013, read with rule (5)
of the Companies (Accounts) Rules, 2014, is not
applicable.

(l) Lending Performance

During the year under review, the Company disbursed
loans aggregating to '1384.75 lakhs as against
'1596.19 lakhs in the previous year. The overall
outstanding loan portfolio as at March 31, 2024 stood
at' 7576.74 lakhs as against ' 7866.63 lakhs in the
previous year March 31, 2023.

The Cumulative Log-in, Sanction and Disbursement
as on March 31, 2024 and 2023 are as under;

(m) Fresh Loans

The year-wise sanction and disbursement details for
the previous five years are as under;

(' In Lakhs)

The Company continues to serve from four regions,
East (Kolkata), North (Lucknow), South (Hyderabad)
and West (Mumbai) and eleven branches located at
Kolkata, Siliguri, Ranchi, Durgapur, Lucknow,
Gorakhpur, Mumbai, Pune, Hyderabad, Vijayawada
and Visakhapatnam.

(n) Non-Performing Assets and Provisions for
Contingency

Your Company strictly adheres to the prudential
guidelines for Non-Performing Assets (NPAs) issued
by the Master Direction-Non-Banking Financial
Company Housing Finance Company - (Reserve
Bank of India) under its Directions of 2021, as
amended from time to time. As per the prudential
norms, the Company did not recognise any income
on such NPAs. The Company has made appropriate

provision for contingencies on standard as well as
non-performing housing loans and other loans as
per the norms set by RBI.

The amount of Gross Non-Performing Assets (GNPA)
on the Housing Loan portfolio as on March 31,2024
was ' 583.06 lakhs against ' 653.88 lakhs as at
March 31, 2023. The Executive Management is
taking necessary steps to contain the same within
limit.

(o) Dividend

The Board of Director's felt it prudent to retain the
earnings for the year under review to be ploughed
back in the lending business which shall result in
augmenting the Company's growth and consequently
shareholder's wealth.

(p) Deposits

Your Company has been granted certificate of
registration by National Housing Bank, New Delhi
as a non-deposit taking Housing Finance
Company. In accordance with the said stipulations,
the Company under the current management has
neither accepted in the past nor has any future plans
to accept any public deposits, by whatever name
called. There are no unclaimed deposits as on
March 31, 2024.

(q) Particulars of Loans Guarantees or Investments

Since the company is a Housing Finance Company,
the disclosure regarding particulars of loans given,
guarantees given and security provided is exempt
under the provision of Section 186(11) of the
Companies Act, 2013.

As regards investments, there are no investments
made by the Company for the year ended March
31, 2024 except short term investment in Fixed
Deposit with a Nationalised Bank.

(r) Regulatory and Statutory Compliances:

The Company is regulated by the statutory regulators
including but not limited to the Ministry of Corporate
Affairs, Reserve Bank of India, National Housing
Bank, Stock Exchanges and Securities and Exchange
Board of India.

All the relevant circulars, notifications, guidelines
and Directions issued by the aforesaid statutory
regulators were duly placed before the Board of

Directors at regular intervals to update the Board
members on compliance of the same.

Your Company has adhered to all the applicable
circulars, notifications, and guidelines issued from
time to time. Your Company is also in compliance
with the applicable provisions of the Companies Act,
2013 and rules made thereunder including Secretarial
Standards and other applicable statutory requirements

(s) Master Direction-Non-Banking Financial
Company-Housing Finance Company (Reserve
Bank) Directions, 2021

Your Company is in Compliance with the Master
Directions-Non-Banking Financial Company-Housing
Finance Company (Reserve Bank) Directions, 2021
and as updated from time to time

(t) Regulations Issued by Securities And Exchange
Board of India (SEBI):

Your Company is in Compliance with the applicable
circular, notifications and regulations issued by SEBI
from time to time including but not limited to SEBI
(Issue and Listing of Non-Convertible Securities)
Regulations, 2021, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
SEBI (Prohibition of Insider Trading) Regulations,
2015 as amended from time to time as on the date
of this report.

(u) Compliance with Principal Business Criteria

Your Company is adhering to Principal Business
Criteria for HFCs as specified under Master
Directions-Non-Banking Financial Company-Housing
Finance Company (Reserve Bank) Directions, 2021
and as updated from time to time.

(v) Other Regulatory Compliance

The Company has also been following directions,
guidelines, circulars issued by SEBI, Stock Exchange
(BSE) and MCA from time to time pertaining to listed
companies.

In order to prevent frauds in loan cases involving
multiple lending from different banks/housing finance
companies, the Government of India has set up the
Central Registry of Securitization Asset
Reconstruction and Security Interest of India
(CERSAI) under Section 20 of the SARFAESI Act
2002 to have a central database of all mortgages

created by lending institutions. Your Company is
registered with CERSAI and the data in respect
thereto is being submitted, from time to time.

^ Directors and Key Managerial Personnel

Your Board deeply regrets the sad demise of Late
Brijendra Sahay (DIN:00017600) Independent
Director of the Company on 14th February 2024.
Late Brijendra Sahay was associated as a member
on the Board of Directors of the Company for more
than two decades and had immensely contributed
to the substantial growth and wellness of the
company over the years through his invaluable
advice and guidance.

The Board wishes to records its highest gratitude
and appreciation of Late Brijendra Sahay's services
towards the Company during his long tenure as a
Director of the Company.

On the basis of the recommendation of Nomination
& Remuneration Committee and subject to approval
of the members of the company in the ensuing
annual general meeting, the Board of Directors of
the Company has, on March 05, 2024, appointed
Shri Rajiv Kumar Lal (DIN: 07093037), as an
Additional Director, in the category of Independent
Director for a continuous period of 5 years ending
on March 04, 2029.

Ms. Anshu Roy (DIN 05257404) resigned as an
Independent Director of the Company with effect
from 31st July 2024 due to medical reasons. Your
Board wishes to place on records its sincere gratitude
and appreciation of the invaluable support and
services rendered by her to the company during her
long tenure of almost 10 years as a member on the
Board.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and the Articles of
Association of the Company, Shri Awdhesh Kumar
Srivastava, (DIN: 02323304) (Non-Executive & Non¬
Independent) Director of your Company retires by
rotation and is eligible for reappointment at the
ensuing Annual General Meeting.

Brief resume of the Directors, proposed to be
appointed/re-appointed, nature of their expertise in
specific functional areas and name(s) of other

companies in which they hold Directorships along
with their Membership/Chairmanship of Committees
of the Board as stipulated under Regulation 36(3)
of the SEBI (Listing Obligations and Disclosure
Requirement) Regulation 2015 shall be furnished
in the Annexures to the Notice of the Thirty-third
Annual General Meeting of the Company that will
be sent to the members along with the Annual
Report.

Based on the confirmations received, none of the
Directors are disqualified for being appointed /
reappointed as Directors in terms of Section 164
the Companies Act, 2013.

During the year under review, no stock options were
issued to the Directors of the Company.

All Independent Directors have given declarations
that they meet the criteria of independence, as laid
down under Section 149(6) of the Companies Act,
2013 and the provisions of Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Shri D J Bagchi, CEO & Company Secretary was
reappointed as “Manager” under Section 196, 197,
198, and as a Key Managerial Personnel under
Section 203 of the Companies Act, 2013. The earlier
appointment of Shri D J Bagchi as Manager expired
on July 30, 2024. The Board of Directors of your
Company, in its meeting held on May 29, 2024, on
the recommendation of the Nomination &
Remuneration Committee, thought it prudent to re¬
appoint Shri D J Bagchi, as Chief Executive Officer
and Manager under Section 196, 197, 198, and as
a Key Managerial Personnel under Section 203 of
the Companies Act, 2013 and rules made thereunder
for a further period of three years w.e.f. July 31,
2024 subject to the approval of the members at its
forthcoming Annual General Meeting .Necessary
resolution for the said re-appointment is being
proposed in the notice of the ensuing Annual General
Meeting for the approval of the members.

Shri Vivek Kapoor continues to serve your company
as Chief Financial Officer (CFO) and a Key
Managerial Personnel under Section 203 of the
Companies Act, 2013.

a) Fit and Proper Declarations given by the
Directors

Pursuant to the 'Fit and Proper' Policy adopted
by the Company in terms of Chapter IX -
Corporate Governance of Master Direction-Non¬
Banking Financial Company-Housing Finance
Company (Reserve Bank) Directions, 2021
issued by RBI, the Company has received the
requisite declarations and undertaking from all
Directors of the Company.

b) Declarations by Independent Directors

All the Independent Directors have submitted
the declaration of independence, as required
pursuant to provisions of the Section 149(7) of
the Act, stating that they meet the criteria of
independence as provided in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing
Regulation and are not disqualified from
continuing as Independent Directors of the
Company. Further, the Independent Directors
have confirmed their registration/exemption
on/from Independent Directors Databank. These
declarations/confirmations have been placed
before the Board

^ Board Meetings

The Board during the relevant financial year had
met five times on May 30, 2023, August 14, 2023,
November 07, 2023, February 09, 2024 and March
05, 2024 respectively.

^ Debenture Trustees:

Catalyst Trusteeship Limited having its registered
office at Unit No.: 901,9th Floor,Tower-B, Peninsula
Business Park Senapati Bapat Marg, Lower Parel
(W) Mumbai - 400013

^ Registrar and Share Transfer Agent:

Link Intime India Private Limited having its registered
office at 247 Park, C 101, 1st Floor, L B S Marg,
Vikhroli (West), Mumbai, Maharashtra-400083 is
the Registrar and Share Transfer Agent of the
Company.

^ Auditors

M/s. B M Chaturvedi & Co. Chartered Accountant
(Firm Registration No: 114317W) were appointed
as Statutory Auditor of the Company to hold the

office with effect from the conclusion of 31st Annual
General Meeting (AGM) held on 28th September
2022 for a period of 5 years till the conclusion of
36th Annual General Meeting (AGM). The
appointment is in compliance with the notification
issued by Reserve Bank of India (RBI) dated April
27, 2021 on Guidelines for appointment of Statutory
Central Auditors (SCAs)/Statutory Auditors(SAs) of
Commercial Banks (excluding RRBs), UCBs and
NBFCs (including HFCs) (RBI Guidelines).
The Company is in compliance with para 54 of
Master Direction on Non-Banking Financial Company
- Housing Finance Company (Reserve Bank)
Directions, 2021 on Rotation of the partners of the
Statutory Auditors Firm.

Notes to Accounts and Auditors Report

The Statutory Auditors have not made any adverse
comments or given any qualification, reservation,
or adverse remarks or disclaimer in their Audit Report
on the financial statements of the Company for the
Financial Year 2023-2024. Also, the Statutory Auditors
have not reported any instances of fraud in the
Company committed by officers or employees of
the Company to the Audit Committee under Section
143(12) of the Companies Act, 2013.

^ Secretarial Audit Report

In accordance with Section 204 of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules
2014, Shri P V Subramanian, Practicing Company
Secretaries, was appointed as Secretarial Auditors
to conduct the Secretarial Audit of the Company for
the financial year 2023-24. The Report of Secretarial
Auditor is annexed as “Annexure - 2” to this report.
The report does not contain any qualification,
reservations, adverse remarks or disclaimers.

^ Directors' Responsibility Statement pursuant to
Section 134(5) of The Companies Act, 2013

Your Directors would like to inform that the audited
accounts for the year ended March 31,2024 are in
conformity with the requirements of the Companies
Act, 2013 and they believe that the financial
statements reflect fairly the form and substance of
transactions carried out during the year and
reasonably present the Company's financial condition
and results of operations.

These Financial Statements are audited by M/s. B
M Chaturvedi & Co., Chartered Accountants the
Statutory Auditors of the Company and pursuant to
the provisions of Section 134(5) of the Companies
Act, 2013, it is hereby confirmed that;

a. that in the preparation of the annual accounts,
the applicable accounting standards have been
followed and there were no material departures;

b. that appropriate accounting policies have been
selected and applied consistently, and Directors
have made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
as at March 31, 2024, and of the profit of the
Company for that year;

c. that proper and sufficient care has been taken
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. that the annual accounts have been prepared
on a 'going concern' basis;

e. that proper systems to ensure compliance with
the provisions of all applicable laws were in
place and were adequate and operating
effectively; and

f. that internal financial controls to be followed by
the Company have been laid down and that
such internal financial controls are adequate
and operating effectively.

Disclosure under Sub-Section (3) of Section 134
of Companies Act, 2013, Read with Rule 8(3) of
the Companies (Accounts) Rules, 2014

Your Company is not engaged in any manufacturing
activity and thus its operations are not energy
intensive and the particulars relating to conservation
of energy and technology absorption as per Section
134(3) of the Companies Act, 2013, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, are
not applicable. There has been no foreign exchange
earnings and outgo during the year under review.

^ Employee Remuneration

The ratio of the remuneration of each Director to
the median employees remuneration and other
particulars or details of employees pursuant to

Section 197(12) of the Companies Act, 2013 along
with the names of top 10 employees in terms of
remuneration drawn read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended
are attached to this Report as “Annexure - 1”.

^ Maintenance of Cost Records

The maintenance of cost records has not been
specified by the Central Government under section
148(1) of the Act for the business activities carried
out by the Company. Accordingly, paragraph 3(vi)
of the Order is not applicable to the Company at
present.

^ Prevention of Sexual harassment at Work Place

The Company has Zero tolerance towards any
action on the part of any executive/staff which may
fall under the ambit of 'Sexual Harassment' at
workplace, and is fully committed to uphold and
maintain the dignity of every women executive/staff
working in the company. The following is a summary
of Sexual Harassment complaints received and
disposed of during the financial year 2023-24;

No. of complaints received: Nil

No. of complaints disposed of: Nil

^ Corporate Governance & Management
Discussion and Analysis

Pursuant to Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate
section titled Report on Corporate Governance and
Management Discussion and Analysis forms part
of this Annual Report. The Report on Corporate
Governance also includes certain disclosures that
are required, as per Companies Act, 2013.

The certificate by Shri P V Subramanian, Practicing
whole time Company Secretary, ACS no.4585 (CP:
2077) with regards to compliance with the conditions
of Corporate Governance as stipulated in Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
forms part of this Annual Report.

^ Internal Control

The Company has an adequate internal audit
system in place whereby the Internal Audit is

d. Remuneration to the Key Managerial Personnel
and Senior Management

^ Related Party Transaction Policy & Transactions

In accordance with the provisions of Section 188 of
the Companies Act, 2013 and rules made thereunder;
the transactions entered with related parties during
the financial year were in the ordinary course of
business and on an arm's length pricing basis, the
details of which are included in the notes forming
part of the Financial Statements. Further, during the
financial year under review, the Company had not
entered into transactions with related parties, which
could be considered to be 'material' in accordance
with the Related Party Transaction Policy of the
Company and therefore, the disclosure of Related
Party Transactions as required under Clause (h) of
sub-section (3) of Section 134 of the Companies
Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014, Form AOC-2 is not applicable to the
Company for financial year 2022-23 and hence the
same is not provided.

The Related Party Policy is available on the
website of the Company at the URL http://
www.saharahousingfina.com/misc/SHCL_Related
_Party_Transaction_Policy_Amended_28-May-
2022.pdf

Evaluation of Performance of Board, its
Committees, and Individual Directors;

In terms of the provisions of the Companies Act,
2013, the Board at its meeting held on November
07, 2023, carried out an annual evaluation on the
performance of the Board, that of its committee(s)
and individual Directors and expressed its satisfaction
as to their performance for the Financial Year
2023-24.

The performance of the committee i.e. Audit
Committee, Nomination & Remuneration Committee,
Risk Management Committee and Stakeholders
Relationship Committee was also evaluated on the
basis of its composition, effectiveness in carrying
out its mandate, relevance of its recommendations,
and allocation of adequate time to fulfil its mandate.

The performance evaluation of the Non-Independent
Director and Board Committees and the Board as
a whole was also carried out by the Independent
Directors at their separate meeting held on 07th
November, 2023.

The details of evaluation process as carried out and
the evaluation criteria and framework have been
explained in the Corporate Governance Report,
forming part of this Annual Report.

Insurance of Company's Property

Your Company has insured its various properties
and facilities against the risk of fire, theft, etc., so
that financials are not impacted in the unfortunate
event of such incidents. However, your Company
does not offer at present Directors and Officers
Liability Insurance Policy.

Risk Management Policy & Asset Liability
Management Committee (ALCO)

The company has in place Asset Liability Committee
(ALCO) which monitors and on an ongoing basis,
liquidity, interest rate and funding risks to which the
Company is susceptible. Liquidity risk is caused by
an asset-liability mismatch resulting from a difference
in the maturity profile of the assets and liabilities.
Unexpected increases in the cost of funding an asset
portfolio, at the appropriate maturity, and the risk of
being unable to liquidate a position in a timely manner
at a reasonable price, are some of the triggers of
this risk.

The liquidity risk among housing finance companies
stems from the fact that the assets generated by
housing finance companies have an average tenure
of 10-12 years, while the liabilities have seven to
ten years. The Company actively monitors its liquidity
position to ensure that it can meet all requirements
of its borrowers, while also meeting the requirements
of its lenders, and also strengthen its ability to
consider investment opportunities as they arise. The
Asset Liability Management Committee (“ALCO”),
comprising Senior Management Team who lays
down policies and quantitative limits which the Audit
Committee and the Board are periodically apprised
in this regard.

Corporate Social Responsibility Policy

Pursuant to the provisions of section 135 and
schedule VII of the Companies Act, 2013, at present
the CSR provisions are not applicable to the
Company.

& Codes, Standards and Policies

(a) Know Your Customer & Anti-Money Laundering
Measures

Your Company has a Board approved Know Your
Customer & Anti Money Laundering Measure
Policy (KYC & AML Policy) in place, which is strictly
adhered to. The said Policy is in line with the
Master Direction - Non-Banking-Financial
Company Housing Finance Company (Reserve
Bank) Directions, 2021.

The Company has also adhered to the compliance
requirement in terms of the said policy relating to
the monitoring and reporting of cash / suspicious
transactions. The Company is committed to furnish
to Financial Intelligence Unit (FIU), India, in the
electronic medium, information of all cash
transactions of the value of more than Rupees
ten lakh or its equivalent in foreign currency and
suspicious transactions, whether or not made in
cash, in terms of the said Policy.

The said policy is available on the website of the
Company at the U RLhttp://www
saharahousingfina.com/misc/SHCL_RBI_KYC_
09022024_PDF.pdf

(b) Fair Practice Code

Your Company has in place a Fair Practice Code
(FPC), which includes guidelines on appropriate
staff conduct when dealing with the customers
and on the organisations policies vis-a-vis client
protection. The FPC is being revised and updated
to align the same with the improved practices in
relation to the dealings of the Company with its
customers, and as the Master Direction - Non¬
Banking Financial Company Housing Finance
Company (Reserve Bank) Directions, 2021.

The said policy is available in various languages
on the website of the Company at the
URLhttp://www.saharahousingfina.com/misc/SH
CL_RBI_FPC_09022024-
English&Regional_Language.pdf

(c) Whistle Blower Policy (Vigil Mechanism)

Pursuant to the provisions of Section 177(9)&(10)
of the Companies Act, 2013 read with Rule 7 of

Companies (Meetings of Board and its Powers)
Rules, 2014 and Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company
has in place a Whistle Blower Policy, which
provides for a vigil mechanism that encourages
and supports its Directors and employees to
report instances of illegal activities, unethical
behaviour, actual or suspected, fraud or violation
of the Company's Code of Conduct or Ethics
Policy. It also provides for adequate safeguards
against victimisation of persons who use this
mechanism and direct access to the Chairman
of the Audit Committee in exceptional cases.

The said policy is available on the website
of the Company at the URL http://www.
saharahousingfina.com/misc/ SHCL_Whistle_
Blower_Policy.pdf

(d) Code of Conduct for Board of Directors and
the Senior Management Personnel

Your Company has in place Code of Conduct for
the Board of Directors and the Senior
Management Personnel to set forth the guiding
principles on which the Company and its Board
and Senior Management Personnel shall operate
and conduct themselves with stakeholders,
government and regulatory agencies, media and
anyone else with whom it is connected in a
professional and respectful manner.

The declaration by the CEO of the Company
regarding compliance with the Code of Conduct
for Board Members and Senior Management is
annexed with the Corporate Governance report.

The said policy is available on website of the
Company at the URL http://www.
saharahousingfina.com/misc/SHCL_ Code_ of_
Conduct_Revised_13-Dec-2019.pdf

(e) Code for Prevention of Insider Trading
Practices

Your Company has formulated and adopted a
Code for Prevention of Insider Trading Practices
in accordance with the model code of conduct
as prescribed under the SEBI (Prohibition of
Insider Trading) Regulations, 2015. The code

lays down guidelines, which includes procedures
to be followed and disclosures to be made while
dealing in the shares of the Company. The code
is applicable to the promoters, directors, senior
designated employees and the said persons are
restricted from dealing in the securities of the
Company during the restricted trading periods
notified by the Company.

(f) Policy in Disclosure of Material Events and
Information

Your Company has formulated and adopted the
policy on disclosure of material events and
information, in accordance with Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to
determine the events and information which are
material in nature and are required
to be disclosed to the stock exchanges.

The said policy is available on website of the
Company at the URL http://www.
saharahousingfina.com/annualreport/
Materiality_Policy.pdf

(g) Policy on Preservation of Documents and
Records

Your Company has formulated and adopted the
policy on documents and records in accordance
with Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy ensures that the
company complies with the applicable documents
retention laws, preservations of various statutory
documents and also lays down minimum retention
period for the documents and records in respect
of which no retention period has been specified
by any laws / rule / regulations.

(h) Other Policies as Per RBI/NHB Rules/
Guidelines

Your Company has formulated and adopted the
policies on Partial / Part-Prepayments,
Foreclosure / Pre-closure of loan prior to actual
/ agreed date of closure, Code of Conduct for
Direct Selling Agents, Guidelines for Recovery
Agents, Policy on Refunds of Fees (AF/PF), etc

in order to upgrade the procedures of collecting
the information from the prospective borrowers
and to ensure fair practices in dealing with the
borrowers.

& Listing of Shares of the Company

The Equity Shares of your Company continue to
remain listed (Group-X) on the BSE Ltd. The
Company has paid the listing fees as payable to the
BSE Ltd. for the financial year 2024-25.

& Technology Updation

The Company is going through the exercise of
upgrading the existing in-house developed software
as per the modest sized HFC and as per the
requirement of the regulators. It is expected that
with its gradual commissioning of the entire facet of
the business i.e. Operations, Credit, Finance &
Accounts, Regulatory Report and Returns, MIS etc.
shall be system driven with greater efficiency, checks,
balance and alerts. The process of procurement of
hardware/software has already been completed and
onward development work is in advanced stage.
The commissioning of the in-house software will be
undertaken in a progressive and stage-wise manner.

& Depository System

The Company has entered into an agreement with
CDSL/NSDL for transaction of shares in
dematerialized form.As on March 31, 2024, only
2.95 per cent of the Company's paid up Share
Capital consisting of 2,06,209 shares were held in
physical form. As per the Securities and Exchange
Board of India's (SEBI) instructions, the Company's
shares have to be transacted in dematerialised form
and therefore, members are requested to convert
their holdings to dematerialised form. .

& Human Resources and Training

Your Company believes that work is created when
employee relate themselves to the goal of the
organisation, feels connected to their leaders and
have a sense of belonging. Your Company's focus
is to stay strong on providing our employee a work
environment that welcomes diversity, nurtures
positive relationships, provides challenging work
assignments and provides opportunities based on
the merit of employee to grow and build their careers
with us in line with their aspirations.

As on 31st March 2024, the employee strength of
the Company was 29 employees.

^ Go Green Initiatives

Like previous year, the go green initiative to send
annual report in electronic format to the shareholders
who have registered their e-mail ID with their
Depository Participant, shall be continued. The
shareholders who have not yet registered their
e-mail ID are requested to do so to enable the
Company to effectively comply with this initiative.

^ Annual Return

Pursuant to Section 92(3) read and Section 134(3)(a)
of the Companies Act, 2013, the Annual Return as
at March 31, 2024, is available on the website of the
Company at the link: http//www.
saharahousingfina.com/ misc/SHCL_MGT-7_AGM-
Draft-Website.pdf.

^ Acknowledgements

Your Directors place on record their sincere
appreciation for the assistance and guidance provided
by the Reserve Bank of India (RBI), the National
Housing Bank (NHB), the Securities and Exchange
Board of India (SEBI), the Ministry of Corporate Affairs
(MCA), the Registrar of Companies (RoC) and all
other government and regulatory authorities for the

support and co-operation extended by them from
time to time.

Your Directors place on record their gratitude for the
guidance and support extended by BSE Limited,
National Securities Depository Limited (NSDL),
Central Depository Services (India) Limited (CDSL)
and the Credit Rating Agencies from time to time.

Your Directors also place on record their sincere
appreciation for the continued support extended by
the Bankers, Registrar and Share Transfer Agent
(RTA), Debenture Trustee, Channel Partners and
other stakeholders and the trust reposed by them
in the Company.

Your Directors place on record their appreciation for
the exemplary contribution made by the employees
of the Company at all levels. Their dedicated efforts
and enthusiasm have been pivotal to the Company's
growth.

For and on behalf of the Board of Directors

(Rajiv Kumar Lal) (A K Srivastava)

Director Director

DIN: 07093037 DIN: 02323304

Kolkata

August 14, 2024