Your Directors’ have pleasure in presenting the 36th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.
FINANCIAL HIGHLIGHTS (CONSOLIDATED)
(? in Lakhs)
PARTICULARS
March 31, 2026
March 31, 2025
Total Income
1,08,329
1,08,894
Less: Interest expenditure
68,699
70,296
Overheads
22,611
15,121
Depreciation & amortization
1,098
1,501
Profit Before Tax
15,921
21,976
Less: Exceptional Item
-
1,306
20,670
Less: Provision for Tax
3,771
4,458
Less: Deferred Tax (Net)
(3,332)
170
Profit After Tax
15,482
16,042
Other Comprehensive Income
1,097
(18)
Total Comprehensive Income
16,579
16,024
FINANCIAL HIGHLIGHTS (STANDALONE)
1,08,322
1,08,888
22,650
15,148
1,096
15,877
21,943
20,637
3,760
4,450
15,449
16,017
16,546
15,999
Profit brought forward
2,937
2,861
Profit available for appropriation
19,483
18,860
IMPORTANT FINANCIAL RATIOS
Return on Net Worth (%)
7.34
8.14
Return on Total Assets (%)
1.37
1.48
Book Value per share (?)
391.01
364.78
Earnings per share (?)
28.69
29.74
Debt Equity Ratio (times)
4.30
4.44
Average cost of funds (%)
7.84
8.22
Average yield on advances (%)
9.65
9.95
Net Interest Margin (%)
3.41
3.28
DIVIDEND
Your Company has a consistent track record of dividend payments. The Board of Directors at its meeting held on May 15, 2026 has recommended a final dividend of ^ 4.50/- per equity share of face value of ^ 10/- each fully paid up i.e. 45% for the Financial Year 2025-26, subject to approval by Members in the ensuing 36th Annual General Meeting of the Company. The proposed dividend will be considered as liability on approval of shareholders at 36th AGM.
The total dividend outgo for the current year would amount to ^ 2,423 Lakhs, remaining unchanged as compared to previous year. The dividend pay- out ratio for the current year will be 15.68% as against 15.13% in the previous year.
Following changes introduced in the 2020 budget, the earlier dividend distribution tax was removed, and dividends are now taxable in the hands of shareholders.
Dividends paid are subject to tax deduction at source (TDS). For resident shareholders, TDS is generally deducted at 10% where the total dividend paid during the year exceeds ^10,000 per shareholder.
Certain specified entities may be subject to different or exempt treatment under applicable tax provisions. In the case of nonresident shareholders, TDS is typically applied at a base rate of 20%, along with applicable surcharge and cess. However, a lower rate may apply where relief is available under an applicable tax treaty.
The Dividend Distribution policy as required under Regulation 43A read with Regulation 3(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations, 2015”) is available on the website of Company at https://gichfindia.com/pdf/2025-26/DIVIDEND%20DISTRIBUTI0N%20P0LICY%20-%20Finalll.pdf
AMOUNT TRANSFERRED TO RESERVES
Your Company has transferred ^ 2,830 Lakhs to Special Reserve u/s. 36(1)(viii) of the Income-Tax Act, 1961, an amount of ^ 270 Lakhs to Special Reserve u/s. 29C (1) of National Housing Bank Act, 1987 and an amount of ^ 10,000 Lakhs to General Reserve.
CAPITAL ADEQUACY RATIO (CAR)
The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level as prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.
The Capital Adequacy Ratio of the Company as at March 31, 2026 stood at 33.94% as against 34.92% as at March 31, 2025. HIGHLIGHTS OF BUSINESS PERFORMANCE Income, Profit, Loan Approvals and Disbursements
Total income for the year under review is ^ 1,08,322 Lakhs as against ^ 1,08,888 Lakhs for the previous year. For the year under review, Profit before tax is ^ 15,877 Lakhs and Profit after tax is ^ 15,449 Lakhs as against ^ 20,637 Lakhs and ^ 16,017 Lakhs respectively for the previous year.
The Company’s main thrust continues to be on Individual Loans. New loans approved during the year amounted to ^ 2,52,664 Lakhs and loans disbursed during the year are ^ 2,29,938 Lakhs as against ^ 1,91,546 Lakhs and ^ 1,78,868 Lakhs respectively for the previous year. The Retail Loan portfolio as at March 31,2026 stood at ^ 11,23,185 Lakhs as compared to ^ 10,49,406 Lakhs for the previous year.
During the year under review, your Company has made impairment of financial instruments (provisioning), including write-off to the extent of ^ 6,852 Lakhs as against ^ 1,652 Lakhs provided for in the previous year.
RESOURCE MOBILISATION
Your Company takes every effort to tap appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized funds through the following sources:
A. Term Loans from Bank(s)
Your Company has borrowed fresh long term loans of ^ 2,075 Crores from banks during the year under review as against ^ 1,793 Crores during the previous year. The aggregate of term loans outstanding as at the end of the financial year stood at ^ 6,425.36 Crores as against ^ 6,260.34 Crores as at the end of the previous year.
B. Refinance from National Housing Bank (NHB)
Your Company has not availed any refinance from NHB during the year under review. The refinance facility outstanding as on March 31, 2026 is ^ 153.78 Crores as against ^ 349.86 Crores as at the end of the previous year.
C. Short term Loans and Commercial Papers
During the year under review, your Company has raised resources by issuing Commercial Papers and also resorted to short term borrowings from the banks and the total outstanding amount as on March 31, 2026 is ^ 1,097.01 Crores. Your company affirms that there has been no deviation or variation in the utilization of proceeds of Commercial Papers from the objects stated in offer document(s).
D. Non-Convertible Debentures
Your Company has issued Secured Non-Convertible Debentures (NCDs) of ^ 725 Crores during the year under review, on private placement basis and the total outstanding secured Non-Convertible Debentures (i.e. principal outstanding) as on March 31, 2026 is ^ 1,374.33 Crores.
CHANGE IN THE NATURE OF BUSINESS (IF ANY)
There were no fundamental changes in the business of the Company during the Financial Year ended March 31, 2026. CORPORATE AGENCY BUSINESS (IRDAI REGISTRATION NO.: CA0651)
Your Company holds Certificate of Registration (Registration no. CA0651) to act as Corporate Agent (Composite i.e. for Life & NonLife Insurance) issued by Insurance Regulatory and Development Authority of India (IRDAI).
Under Corporate Agency, your company has a tie up with ‘Kotak Mahindra Life Insurance Company Ltd., “Aditya Birla Sun Life Insurance Company Ltd.”, “ICICI Prudential Life Insurance Company Limited” ,“Canara HSBC Life Insurance Company Limited” and “SBI Life Insurance Company Limited” for getting insurance cover on the life of the borrower to the extent of the “Outstanding Home Loan” . The said “Group Life Cover(s)” are optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un- expected eventualities like untimely death of borrower due to accident or natural death or critical illness. Your Company is getting Commission from the Insurance partners for the Insurance Business sourced to them at the rates as permitted by IRDAI.
CREDIT RATING
During the year under review, your Company had received ratings from CRISIL Limited and ICRA Limited for its various borrowing programmes as follows:
CRISIL Rating:
• For Commercial Paper programme of ^ 1,500 crores as A1 .
• For Long Term Bank Loan Programme of ^ 8,100 crores as AA (Stable).
• For Short Term Bank Loan Programme of ^ 1,000 crores as A1 .
• For Non-Convertible Debentures Borrowing Programme of ^ 1,530 crores as AA (Stable).
ICRA Rating:
• For Fund Based Long Term Bank Loan Programme of ^ 9,000 crores as AA (Stable).
INSURANCE COVERAGE TO BORROWERS
Your Company had taken “Special Contingency Insurance” with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:
• Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to the extent of
principal outstanding of loan at any particular point of time during the term/ tenure of the housing loan.
• Mortgaged Property Insurance: The property acquired out of loan, for and up to the extent of principal outstanding of loan,
covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.
BRANCH EXPANSION
12 new Branches and 4 New Hub offices were opened during the year under review. Your company has total 84 Branch Offices (including corporate office), 5 Satellite Offices and 7 Hub offices as on March 31, 2026. Your Company is constantly endeavouring for brand building of the company and to generate general awareness and improve the brand image of the Company.
TECHNOLOGY INITIATIVES
The website of your Company is user friendly. Digitalization measures enabled your Company to connect and engage with Customers for business and collections. Thrust on cyber security was given and security awareness was spread amongst the employees regularly. Information on do’s and don’ts to safeguard the information assets of the Company is being communicated to the employees regularly.
Your Company continuous to use digital meetings platform for Board and Committee meetings which is paperless, secure, efficient and cost effective. Further, the Company has also a platform for maintaining Structured Digital Database (SDD) for recording movement of Unpublished Price Sensitive Information (UPSI). Your Company is utilizing the Video Conferencing facility for Board / Committee meetings, review meetings with branches, zonal offices and interviews for recruitments, etc.
SHARE CAPITAL
During the financial year 2025-26, the Share Capital structure of your company remained unchanged and there was neither new issue of shares to existing shareholders or new shareholders by way of Public issue or Private Placement or otherwise nor to the employees/Directors by way of ESOPs’ or Sweat Equity Shares as the case may be.
Out of 5,38,51,066 equity shares, 5,36,72,495 equity shares (i.e. 99.67%) are in dematerialised form as at March 31, 2026 as against 5,36,47,449 equity shares (i.e. 99.62%) as at March 31, 2025.
The equity shares of the Company continue to be listed on BSE Ltd. and National Stock Exchange of India Ltd. The Annual Listing fees for the Financial Year 2026-27 are paid to these Stock Exchanges well in advance. Your Company has listed its Non-Convertible Debentures & Commercial Papers on BSE Ltd.
UNCLAIMED DIVIDEND & SHARES TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the dividend amount that remained unclaimed and unpaid for more than 7 years from the date it become first due for payment, shall be transferred to Investor Education and Protection Fund.
Your Company takes various initiatives to reduce the quantum of unclaimed dividend by periodically intimating the concerned members, requesting them to encash their dividend before it becomes due for transfer to the IEPF, sending individual Reminder Letters/e-Mails, Newspaper publication, website disclosures, etc. This information is being mentioned in the Annual Report every year. In spite of constant and sincere efforts to pay the unclaimed dividend to respective shareholders, certain amount of dividend still remains unclaimed.
Unclaimed dividend relating to F.Y. 2017-18 amounting to ^ 16,89,545/- which has not been claimed by shareholders, has been transferred to Investor Education and Protection Fund (IEPF) during the month of September 2025.
In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investors Education and Protection Fund (IEPF) Suspense Account. Accordingly, your company has transferred total 23,726 No. of equity shares to IEPF during the year under review and as on March 31, 2026, total No. of 2,39,457 shares (i.e. 0.44%) stand in the name of IEPF Authority.
Members are requested to claim their unpaid/unclaimed dividends from F.Y. 2018-19 till date, on or before October 24, 2026 failing which, company will proceed to transfer the unclaimed dividend relating to F.Y. 2018-19 along with shares to IEPF authority as per the provisions of the Companies Act, 2013 and rules made thereunder.
REGULATORY COMPLIANCES
RBI / NHB Compliances
During the year under Review, RBI / NHB has issued various Circulars, Notifications, Guidelines etc. Your Company is endeavouring to ensure the continued compliance of these regulatory changes. Your Company is successfully registered on CRaMIS portal and all the data/ returns are being uploaded as per respective timelines on the CRaMIS portal.
IRDAI Compliances
Your Company is registered with IRDAI for carrying on the Corporate Agency business. Your company is endeavouring to ensure the continued compliance of the applicable requirements under IRDAI (Registration of Corporate Agent) Regulations 2015, as amended from time to time.
The Companies Act, 2013 and SEBI Regulations & other Compliances
Your Company has been complying with the provisions of the Companies Act, 2013, SEBI regulations, Stock Exchange Circulars/ Notifications etc. to the extent applicable.
During the year under review, your Company has not made any application or no proceeding was pending under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into one-time settlement for any loans availed from the Banks or Financial Institutions.
SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standards i.e., Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
HOLDING AGM
AGM of your Company is scheduled to be held on August 04, 2026 (Tuesday) which is in line with the statutory time lines as provided under the provisions of the Companies Act, 2013, Listing Regulations, 2015 and/or any other laws for the time being in force as may be applicable to your Company.
EXTRACT OF ANNUAL RETURN AS PER SECTION 92 OF THE COMPANIES ACT, 2013
In accordance with the provisions of Section 92(3) of the Companies Act, 2013, Annual Return in Form MGT-7 of the Company is being hosted on the website of the Company under sub-tab ‘other disclosures’ at https://gichfindia.com/Investors%20Information%20 &%20Compliances.php
SECRETARIAL AUDIT & SECRETARIAL COMPLIANCE REPORT
M/s. Mehta & Mehta, Practicing Company Secretaries were appointed as Secretarial Auditors of the Company for a period of 5 (five) consecutive years in 35th Annual General Meeting held on August 19, 2025, subject to their continuity of fulfilment of the applicable eligibility norms. The Secretarial Audit Report for the Financial Year ended March 31, 2026 is annexed as Annexure - A to this report which does not contain any qualification, reservation or adverse remark.
In addition to the Secretarial Audit Report, Secretarial Compliance Report has also been issued by the PCS as per the SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The said report has also been submitted to the Stock Exchanges within the prescribed timeline. In terms of Regulation 24A of the Listing Regulations, 2015, Secretarial Compliance Report issued by M/s. Mehta & Mehta Company Secretaries is annexed as Annexure - B.
STATUTORY AUDITORS
M/s. Gokhale & Sathe, Chartered Accountants (Firm registration no. 103264W) were appointed as the Statutory Auditors of the Company for a period of 3 (three) consecutive years in 35th Annual General Meeting held on August 19, 2025 to hold office till conclusion of 38th Annual General Meeting of the Company, subject to their continuity of fulfilment of the applicable eligibility norms.
Further, The notes on financial statements referred in the Auditors’ Report are self-explanatory and do not call for any further comments. The Statutory Auditors’ Report does not contain any qualification, adverse remark or disclaimer and do not call for further comments.
REPORTING OF FRAUD (IF ANY)
During the year under review, there were no incident of fraud(s), detected and reported by statutory auditors under Section 143(12) of the Companies Act, 2013.
MEETINGS OF THE BOARD
9 (Nine) Board Meetings were held during the Financial Year 2025-26. The details of the Board and various Committee meetings are given in the Corporate Governance Report. Your Company has complied with all the requirements as applicable under Companies Act, 2013 and related rules, Listing Regulations, 2015 and also the applicable RBI guidelines, in relation to the meetings of the Board of Directors and the Committees of the Board.
COMMITTEES OF THE BOARD & ITS MEETINGS
The Board has constituted ten Board Level Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, IT Strategy Committee, Wilful Defaulters Review Committee, Stressed Asset Resolution Committee, Special Committee for Fraud Monitoring and TCWG Group.
Composition of the Board and its various Committees along with their terms of reference and details of their meetings during the year is disclosed in Corporate Governance Report of the company which forms part of the Annual Report. In accordance with the provisions of the Companies Act, 2013, there were no instance(s) where recommendation(s) of Audit Committee were not considered by Board.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The details of Directors and KMPs appointed / re-appointed (based on the recommendations of the Nomination & Remuneration Committee, fit and proper criteria and performance evaluation) and ceased during F.Y. 2025-26 are as follows:
Sr.
No.
Name of Director(s)/KMP(s)
Category
Effective Date
Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2025-26
1
Shri Sanjay Joshi
Non-Executive Director
July 11, 2025
Appointed by Board.
2
Shri Dinesh Waghela
September 23, 2025
Cessation(s) during F.Y. 2025-26
Shri Ajit Kumar Saxena
September 22, 2025
Completion of tenure as Independent Director.
Shri Ramaswamy Narayan
September 30, 2025
Resignation due to superannuation from Promoter Company.
Details of Directors & KMPs appointed (based on the recommendations of the Nomination & Remuneration Committee and fit and proper criteria) and ceased during the F.Y. 2024-25 are as follows:
Appointment(s) during F.Y. 2024-25
Shri B. S. Rahul
May 13, 2024
Smt. Girija Subramanian
August 06, 2024
3
Shri Sachindra Salvi
Managing Director & CEO
March 01, 2025
Cessation(s) during F.Y. 2024-25
Smt. Neerja Kapur
April 30, 2024
Shri Rashmi Raman Singh
February 28, 2025
Shri Paul Lobo
Resignation due to superannuation and completion of term.
Details of Directors & KMPs appointed (based on the recommendations of the Nomination & Remuneration Committee and fit and proper criteria) or ceased from the end of financial year till the date of adoption of Directors’ Report are as follows:
Category Effective Date Mode of Appointment/ Cessation
Nil
Note: The Board, at its meeting held on May 15, 2026, approved the appointment of Shri Raj Gor as Company Secretary & Compliance Officer (KMP) w.e.f. June 2, 2026, in place of Smt. Nutan Singh (up to June 1, 2026), and Smt. Paba Koshy as Chief Financial Officer (KMP) w.e.f. July 1, 2026, in place of Smt. Varsha Godbole (up to June 30, 2026).
DETAILS OF APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Following are the details of directors proposed to be appointed and re-appointed:
Name of Directors
Appointment / Reappointment
Shri Hitesh Joshi
Re-appointment due to retirement by rotation
Smt. Rajeshwari Singh Muni
Shri Sunil Kakar
Independent Director
Re-appointment for a second term of 5 years
Certificate received from M/s. Mehta & Meha, Practicing Company Secretaries regarding Non-disqualification of Directors of your Company from being appointed/continued as Director in your Company is annexed as Annexure - C.
Your Directors recommended the appointment and re-appointment of above referred Directors and the related resolutions are included in the notice convening 36th Annual General Meeting of the Company.
HUMAN RESOURCES DEVELOPMENT & INDUSTRIAL RELATIONS
Your Company aims to align HR practices with business goals, increase productivity of Human resources by enhancing knowledge, skills and to provide a conducive work environment to develop a sense of ownership amongst employees. The Company recruited employees during the year for various positions and promoted employees to take up higher responsibilities. Employee relations remained cordial and the work atmosphere remained congenial during the year.
Your Company values its human resources and believes that the success of an organisation is directly linked to the competencies, capabilities, contributions and experience of its employees. The Company’s core philosophy is centred around promoting a safe, healthy and happy workplace while fostering a conducive work environment among its employees.
The total number of employees of the Company was 640 (515 on roll and 125 on contract) as on March 31,2026 as against 553 (422 on roll and 131 on contract) as at the end of the previous year. Industrial relations in your Company continued to remain cordial during the year.
PARTICULARS OF EMPLOYEES AND REMUNERATION
(a) The ratio of remuneration of each Director to the median of employee’s 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, are furnished below:
1. Ratio of remuneration of each Director to the median employees’ remuneration for F.Y. 2025-26.
The ratio of the remuneration of MD & CEO to the median remuneration of the employees (on roll employees) of the Company for the FY 2025-26 was:
• For Shri Sachindra Salvi, MD & CEO for the period from April 01, 2025 to March 31, 2026 - 6:1
Independent Directors are eligible for sitting fees only. The details of sitting fees paid to the Directors for the meetings of Board and Committees are given in the Corporate Governance Report of the Company.
Your Company has only 1 (‘one’) whole time Director i.e. Managing Director & CEO. All the payments made to Managing Director & CEO are disclosed in Corporate Governance Report of the Company. The Managing Director & CEO is also appointed as Managing Director on the Board of Subsidiary Company without any remuneration / commission.
2. Percentage increase in the remuneration of each Director and Key Managerial Personnel in F.Y. 2025-26.
The percentage increase in remuneration in the financial year for the Managing Director & CEO was :
• For Shri Sachindra Salvi, MD & CEO for the period from March 01, 2025 to March 31, 2026 - 616%.
The other Key managerial personnel of the Company are Chief Financial Officer and Company Secretary and the percentage increase in their remuneration was 264% and 14% respectively.
Note: The increase in remuneration of MD & CEO and CFO is due to wage revision in their respective parent companies (PSUs) as per Govt. of India notification.
3. Percentage increase in the median remuneration of employees in F.Y. 2025-26.
The percentage increase in the median remuneration of employees in the Financial Year 2025-26 was 26%.
4. Average percentile increase already made in salaries of employees other than Managerial personnel in last Financial Year and its comparison with the percentile increase in Managerial Remuneration.
Average % increase in remuneration of the employees other than managerial personnel in the Financial Year 2025-26 was 27% (Based on average gross) and that of Managerial remuneration was 616 % (Shri Sachindra Salvi, MD & CEO) during the year under review.
The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the Annual Performance Evaluation, Interviews and also based on the HR policy as approved by the Board of Directors.
There were no exceptional circumstances which warranted an increase in managerial remuneration which was not justified by the overall performance of the Company. The Company affirms that the remuneration is as per the HR policy of the Company.
5. The Key parameters for any variable component of remuneration availed by the Directors -
Performance Linked Incentive to MD & CEO is paid as per Board approved Policy where major performance criteria include targets for Business, Collections, New Initiatives, Profit Before Tax for overall performance of organization.
6. Affirmation that remuneration is as per the remuneration policy of the company.
The Company affirms that the remuneration is as per the remuneration policy of the Company.
(b) Details of Top Ten Employees under Section 197(12) of the Act read with Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
1. Personnel who are in receipt of remuneration aggregating not less than ' 1,02,00,000 p.a. and employed throughout the financial year:
Nil (Except in case of payment of Remuneration to Smt. Varsha Godbole due to wage revision)
2. Personnel who are in receipt of remuneration aggregating not less than ' 8,50,000 per month and employed for part of the financial year:
3. Personnel if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the company
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted declaration to the Company in terms of Section 149(7) and 149(8) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, 2015 that they meet the criteria of Independence pursuant to Section 149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company. They also confirm compliance with the Company’s Code of Conduct for Directors and for Independent Directors as specified under schedule IV of the Companies Act, 2013.
All the Independent Directors of the Company are persons of integrity, expertise and experience and have completed their registration in the databank maintained by Indian Institute of Corporate Affairs.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company has in place a system of conducting the familiarization programmes for Independent Directors, as per which the Independent Directors are familiarised with their roles, rights, responsibilities, nature and business model of the Company, etc. once they are inducted. The said policy and the details of the familiarization programmes imparted on cumulative basis are placed on the website of the Company at https://gichfindia.com/pdf/2025-26/Familiarisation%20Programme%2013.10.2025. pdf
STATEMENT OF FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board, the Committees of the Board and Independent Directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. The Board of Directors and Nomination & Remuneration Committee have carried out an annual evaluation of its own performance, performance of the Board committees, Chairman of the Board and that of individual directors pursuant to the provisions of the Act and in terms of the Listing Regulations, 2015.
The Board has evaluated the performance of the Independent Directors including their criteria of independence as specified in the said regulations and their independence from the management on the basis of a structured questionnaire on performance criteria. The directors who were subject to evaluation did not participate in their own evaluation. The Board expressed its satisfaction with the evaluation process.
RELATED PARTY TRANSACTIONS AND POLICY FOR THE SAME
Your Company has framed a Policy on Related Party Transactions pursuant to Listing Regulations, 2015. The said policy is enclosed as Annexure - D and also available on the website of the Company at https://gichfindia.com/pdf/2026-27/Policy%20 on%20Related%20Party%20Transactions.pdf
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC 2 have been enclosed as Annexure - E to the Directors report which is having “Nil” Report.
CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S. 135 OF THE COMPANIES ACT, 2013
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR Committee and a report on CSR expenditure is annexed as Annexure - F to this report. The policy inter alia covers the thrust areas for CSR initiatives of the company, manner of selection and implementation of CSR projects, Project monitoring & reporting etc. The CSR policy of the Company is available on the website at https://gichfindia.com/pdf/2024-25/CSR-Policy.pdf
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company and same is available on the website of the Company at https://gichfindia.com/pdf/2025-26/Criteria%20for%20making%20pavment%20to%20Non-Executive%20Director.pdf and also enclosed as Annexure - G.
RISK MANAGEMENT
The Company’s Risk Management Policy deals with identification, mitigation and management of risks across the organisation. The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. Your Company has constituted a Risk Management Committee with 4 (Four) Directors. The Chief Risk Officer reports to the Risk Management Committee. The Committee is responsible for monitoring and reviewing risk management policy and ensuring its effectiveness and report the same to Board. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
DEPOSITS
Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance sheet date.
Pursuant to Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025, the following statement is provided:
Particulars
Remarks
A
Total No. of Accounts of Public deposit of the company which have not been claimed by the depositors or not
NA
paid by the company after the date on which deposit become due for repayment.
B
The total amount due under such accounts remaining unclaimed or unpaid beyond the date referred in point
(A) above.
VIGILANCE MECHANISM
As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics.
The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and CDA rules of the Company. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour.
Whistle blower policy is available on the website of the Company at https://gichfindia.com/pdf/2024-25/Whistle%20Blower%20 Policy%20-%20GICHFL.pdf
CORPORATE GOVERNANCE
As required under the Companies Act, 2013, Regulation 34 read with Schedule V of the Listing Regulations, 2015 and Reserve Bank of India (Housing Finance Companies) Directions, 2025, the ‘Report of Directors on Corporate Governance’ for the year FY 202526 forms part of this Annual Report. The said Report covers in detail the Company’s philosophy on code of governance, board composition, its appointments, membership criteria, declaration by Independent Directors, Board evaluation, familiarisation programme, vigil mechanism, etc.
The Auditors Certificate on Corporate Governance issued by Smt. Khadija Indorewala of M/s. Mehta & Mehta, Company Secretaries, (Secretarial Auditors of the Company) for the year under review, as required under the Companies Act, 2013 and in pursuance of the Listing Regulations, 2015 is annexed to the Report of the Directors on Corporate Governance.
Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance matters, the Board lays strong emphasis on transparency, accountability and integrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2)(e) of the Listing Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) read with Regulation 3(2) of the Listing Regulations, 2015, the Business Responsibility and Sustainability Report is annexed and forms part of the Annual Report. Accordingly, BRSR is enclosed as Annexure - H to the Directors’ Report. Further, BRSR Assurance Core Certificate issued by M/s. MMJC Consultancy LLP is enclosed as Annexure - I.
DECLARATION BY MANAGING DIRECTOR & CEO
Based on the declarations received from the Directors & Senior Management for the compliance of “Code of Conduct for Directors and Senior Management” as approved by the Board of the Company, MD & CEO hereby declares that all the Directors and Senior Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y. 2025-26 and said code of conduct is available on the website of the Company at https://gichfindia.com/pdf/2025-26/6.%20COC-FOR-DIRECTORS-SENIOR-MANAGEMENT%2030-08-2022.pdf
DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the year under review, training in prevention of sexual harassment at work place was imparted to employees and executives.
Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there were nil cases filed.
Number of Complaints filed during the financial year 2025-26
Number of Complaint disposed off during the financial year 2025-26
Number of Complaint pending as on end of the financial year 2025-26
MAINTAINENCE OF COST RECORDS & COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption as required to be furnished under Section 134(m) of the Companies Act, 2013 are not applicable. The Company continues its initiatives for conservation of energy, the details of which are given in Business Responsibility and Sustainability Report. The Company’s business operations do not involve any activity for technology absorption.
During the year, your Company did not earn any income or incur any expenditure in foreign currency/exchange.
PARTICULARS OF LOANS, GUARANTEES, SECURITY AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In terms of Section 186(11) of the Companies Act, 2013, Your Company being a housing finance Company is exempted from the applicability of the requirements of Section 186 of the Companies Act, 2013 except for the requirements as mentioned under sub- section (1) of Section 186 of the Companies Act, 2013.
PARTICULARS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
Your Company has incorporated its wholly owned Subsidiary Company namely GICHFL Financial Services Private Limited on January 27, 2021 for sourcing customers for its Home loan products. During the year under review, subsidiary company has sourced total business (i.e. Disbursement) of ^ 372 crores. The Consolidated financial statements incorporating result of the subsidiary Company for the year ended March 31, 2026, is attached along with the statement in Form AOC - 1 pursuant to Section 129 of the Companies Act, 2013.
Apart from this, there were no other companies which have become or ceased to be the subsidiaries, joint ventures or associate companies of your Company.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORTS (IF ANY)
There was no Voluntary revision of Financial Statements or Boards Reports during the previous 3 (Three) Financial Years.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING GOING CONCERN STATUS OF THE COMPANY (IF ANY)
During the year under review, No such decrees, judgments or orders passed against the company by any judicial or quasijudicial authority including the regulators which can have material impact on the ‘going concern’ status of the company and operations of the company in future.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief:
a. In the preparation of the Annual Accounts, applicable accounting standards have been followed and there are no material departures;
b. They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2026 and of the profit /Loss of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively; and
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter Companies namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Ltd.
The Directors also acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including National Housing Bank (NHB), Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), Stock Exchanges, NSDL and CDSL, etc.
The Directors thank the valued customers, shareholders, Credit Rating Agencies, local/ statutory authorities, Registrar and Share Transfer Agent and the Auditors for their goodwill, patronage and support during the year and look forward to their continued support in the years ahead.
The Directors place on record their deep appreciation for the dedicated services of the employees at all levels and their contribution to the growth and progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.