<dhhead>BOARDS REPORT</dhhead>

To the Members of LIC Housing Finance Limited

Your Directors are pleased to present the Thirty Fifth Annual Report together with the Audited Financial Statements (standalone and consolidated) for the year ended 31^st March, 2024 of LIC Housing Finance Limited (Rsthe CompanyRs).

FINANCIAL RESULTS

(Rsin crore)

Particulars	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Profit before Tax	6,053.92	3,557.00
Tax Expense	1,288.51	665.97
Profit after Tax	4,765.41	2,891.03
Other Comprehensive Income	(3.57)	5.03
Total Comprehensive Income	4,761.84	2,896.06
Appropriations
Special Reserve u/s 36(1) (viii) of the Income Tax Act,1961	1,309.99	984.99
Statutory Reserve u/s 29C of NHB Act,1987	0.01	0.01
General Reserve	1,000.00	850.00
Impairment Reserve	-	-
Dividend	467.55	467.55
Balance carried forward to next year	1,984.29	593.51
	4,761.84	2,896.06

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting Standards (“Ind AS”) as notified under Sections 129 and 133 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed Financial Statements as stated above are presented as separate section of this Annual Report.

APPROPRIATION Transfer to Reserves

The Company has transferred Rs 1309.99 crore to Special Reserve u/s 36(1)(viii) of the Income-tax, Act., 1961 excluding transfer of Rs 0.01 crore to the Statutory Reserve maintained u/s 29C of NHB Act; and an amount of Rs 1,000 crore to General Reserves.

Hence, the total amount transferred to special reserve is Rs 1310 crore (including Rs 0.01 crore to Statutory Reserve u/s 29C of NHB Act) and Rs 1000 crore to General Reserves.

DIVIDEND

The Company has formulated a robust Dividend Distribution Policy in accordance with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy aims to ensure prudent decision-making regarding dividend allocation to shareholders. It strikes a balance by earmarking adequate funds for the CompanyRss growth and long-term objectives while judiciously distributing dividends. Before recommending dividends to the Members of the Company, the Board of Directors meticulously considers various parameters.

Performance and Dividend Recommendation for FY 2023-24

During the financial year 2023-2024, the CompanyRss Board of Directors evaluated its performance. Balancing prudence with capital conservation, the Board aimed to meet shareholdersRs expectations. Taking into account the Dividend Distribution Policy and RBI Circular No. DOR.ACC.REC.No.23/21.02.067/2021-22 dated 24^th June, 2021, the Board recommends a dividend payment of Rs 9 per equity share (face value of Rs 2/- per share) at a rate of 450 percent. The total dividend outgo, if approved by shareholders at the 35^th Annual General Meeting, would be Rs 495.06 crore which will result in additional outgo of Rs 27.51 crore as compared to the payout for the previous year. The final dividend is subject to approval by the Members of the Company at the ensuing Annual General Meeting.

The dividend if declared by the Company for the financial year ended 31^st March, 2024 would be in compliance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy is available on the website of the Company at https://www.lichousing.com/policv-codes/

INDIAN ACCOUNTING STANDARDS

The Company has complied with the applicable Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013. The financial statements for the year have been prepared in accordance with Schedule III to the Companies Act, 2013.

PERFORMANCE Income and Profit

The Company earned total revenue of Rs 27,234.64 crore for the FY 2023-24 as compared to Rs 22,674.20 crore in the FY 2022-23, registering an increase of 20.11 percent, as compared to previous year. The percentage of administrative expenses to the housing loans, which was 0.36 percent in the previous year, has increased to 0.40 percent during the financial year 2023-24, mainly due to provisions made for arrears of wages created in the previous year which were included in employee benefits expenses.

Profit before tax and after tax for FY 2023-24 on standalone basis stood at Rs 6,053.92 crore and Rs 4,765.41 crore respectively as against Rs 3,557.00 crore and Rs 2,891.03 respectively, for the previous year. The increase in the profit before and after tax during the FY 2023-24 is attributable to increase in Net Interest Margin & reduction in ECL charge for the year.

Lending Operations

The Company is a Housing Finance Company registered with National Housing Bank (NHB) and is mainly engaged in financing purchase / construction of residential flats / houses to individuals and project finance to developers, Loan against Property (LAP), Lease Rental Discounting (LRD) etc. All other activities revolve around the main business of the Company.

As at 31^st March, 2024 the loan book constituted of 85.13 per cent of Individual Housing Loans, 9.98 per cent of Non-Housing Loans to Individuals (NHI), 2.09 per cent of Non-Housing Loans to Corporates & 2.80 per cent of project portfolio. (As per IND-AS)

Individual Housing Loans (IHL)

During the year the main thrust continued to be on individual housing loans. The Company has sanctioned 1,84,377 Individual Housing Loans (IHL) amounting to Rs 54,352 crore and disbursed 171,944 loans aggregating to Rs 49,103 crore during FY 2023-24. IHL constitute 79.04 percent of the total sanctions and 83.31 percent of the total disbursements for the FY 2023-24 as compared to 82.92 percent and 83.38 percent respectively during the FY 2022-23. The gross IHL portfolio grew by 6.77 percent from Rs 2,28,730 crore as on 31^st March, 2023 to Rs 2,44,205* crore as on 31^st March, 2024.

Non-Housing Individual Loans (NHI)

The company has sanctioned 27,701 Non-Housing Individual Loans (NHI) amounting to Rs 7,186 crore and disbursed 26,195 loans amounting to Rs 6,671 crore during the FY 2023-24. NHI constitutes 10.45 percent of the total sanctions and 11.32 percent of the total disbursement for the FY 2023-24 as compared to 11.39 percent and 11.63 percent respectively during FY 2022-23. The gross NHI portfolio grew by 4.42 percent from Rs 27,412 crore as on 31^st March, 2023 to Rs 28,624 crore as on 31^st March, 2024.

Non-Housing Corporate (NHC)

The company has sanctioned 111 Non-Housing Corporate Loans (NHC) amounting to Rs 665 crore and disbursed 93 loans amounting to Rs 603 crore during the FY 2023-24. NHC constitute 0.97 percent of the total sanctions and 1.02 percent of the total disbursement for the FY 2023-24 as compared to 0.85 percent and 0.78 percent respectively during FY 2022-23 The gross NHC portfolio decreased by 16.57 percent from Rs 7,168 crore as on 31^st March, 2023 to Rs 5,980 crore as on 31^st March, 2024.

The cumulative sanctions and disbursements since incorporation, in respect of IHL, NHI and NHC are:

Amount sanctioned: Rs 636,935 crore

Amount disbursed: Rs 608,917 crore

Since inception 37,20,687 customers have been serviced by the Company up to 31^st March, 2024. The number of live accounts on 31^st March, 2024 were 15,47,688 and out of which unique customers are 11,83,515.

PROJECT LOANS

The project loans sanctioned and disbursed by the Company during the year amounted to Rs 6,564 crore and Rs 2,560 crore respectively. Corresponding figures for the previous year were Rs 3,096 crore and Rs 2,697 crore. These loans are generally for short durations, giving better yields as compared to individual housing loans.

AWARDS AND RECOGNITIONS

In the dynamic landscape of business, recognition serves as a compass, guiding us towards excellence. As we reflect on the past year, we take immense pride in the accolades bestowed upon us. From being named the "Best CSR Team of the Year” by the "UBS Forums” at the 10^th Edition of CSR Summit and Awards 2024, our journey has been marked by triumphs and milestones. a testament to our commitment to transparency and accountability.

PRESENTING THE COMPANYRsS OUTSTANDING AWARDS AND RECOGNITIONS FOR THE YEAR

• The Company has been awarded "Technology Innovation Award" in recognition of CSR support for the "Early Oral Cancer Detection Device" project undertaken by IIT Kanpur between FY 2021-20 and FY 2023-24 by IIT Madras.

• The Company has been awarded "JuryRss Choice" award for Empowering the Rural Population Category in recognition of the HRIDAY Project at ICC Social Impact Awards 2024.

• Adjudged as the runner-up for the Sujalam Project in the "Clean Water and Sanitation Project”.

• Adjudged as the Winner in the "Best CSR Team of the Year” and received recognition for the "Best Use of CSR Practices in Various Sectors” by UBS ForumsRs 10^th Edition CSR Summit and Awards 2024.

These honours fuel our passion to continue pushing boundaries and delivering exceptional value to our stakeholders.

MARKETING AND DISTRIBUTION

During the year under review, efforts were taken to further strengthen the distribution network. The distribution network of the Company consists of 310 Marketing Offices and Customer Service Points. The distribution network also includes 46 offices of LICHFL Financial Services Ltd., wholly-owned subsidiary company engaged in distribution of various financial products including housing loan. The Company has representative offices in Dubai.

REPAYMENTS

During the FY 2023-24, Rs 45,530.35 crore were received by way of scheduled repayment of principal through monthly

instalments as well as prepayment of principal ahead of schedule, as compared to Rs 38,778.33 crore received in the previous year.

NON-PERFORMING ASSETS AND PROVISIONS

The amount of gross Non-Performing Assets (NPAs) as of 31^st March, 2024 were Rs 9,483.39 crore, which is 3.31 percent of the loan portfolio of the Company, as against Rs 12,124.74 crore i.e., 4.41 percent of the loan portfolio as of 31^st March, 2023. The net NPA as of 31^st March, 2024 was Rs 4607.13 crore i.e. 1.63 percent of the loan portfolio vis-a-vis Rs 6,743.52 crore i.e. 2.50 percent of the loan portfolio as at 31^st March, 2023. The total cumulative provision towards housing loan portfolio including provision for standard assets as at 31^st March, 2024 is Rs 6,270.06 crore as against Rs 7,230.29 crore in the previous year.

Company has written off Rs 2,005.62 crore during the FY 2023-24, in comparison to the amount of Rs 544.71 crore which has been written off in the previous year.

RESOURCE MOBILISATION

During the year, the Company mobilised funds aggregating to Rs 96,647.60 crore by way of the Non-Convertible Debentures (NCD), Term Loans / Line of Credit (LoC) / Working Capital Demand Loan (WCDL) from Banks, NHB refinance, Commercial Paper and Public Deposits. The Company has availed refinance of Rs 750 crore from NHB. The following is a brief about the various sources of funds mobilised during FY 2023-24:

NON-CONVERTIBLE DEBENTURES (NCD)

During the year, the Company issued NCDs amounting to Rs 32,506.30 crore on a private placement basis which have been listed on Wholesale Debt Segment of National Stock Exchange of India Ltd. The NCDs have been assigned highest rating of RsCRISIL AAA/StableRs by CRISIL & RsCARE AAA/StableRs by CARE. As at 31^st March, 2024, NCDs amounting to Rs 1,32,808.62 crore were outstanding. The Company has been regular in making repayment of principal and payment of interest on the NCDs.

As at 31^st March, 2024, there were no NCDs that have not been claimed by the Investors or not paid by the Company after the date on which the said NCDs became due for redemption. Accordingly, the amount of NCDs remaining unclaimed or unpaid beyond due date is Nil.

TIER II BONDS

As at 31^st March, 2024, the outstanding Tier II Bonds stood at Rs 1,796.33 crore. Considering the balance term of maturity as at 31^st March, 2024, Rs 1,796.33 crore of the book value of Tier II Bonds is considered as Tier II Capital as per the Guidelines issued by NHB for the purpose of Capital Adequacy.

TERM LOANS FROM BANK / LOC / WCDL, REFINANCE FROM NHB / COMMERCIAL PAPER

The total Term / LOC outstanding from the Banks as at 31^st March, 2024 were Rs 87,272.11 crore as compared to Rs 83,089.07 crore as at 31^st March, 2023. The Refinance from NHB as at 31^st March, 2024 stood at Rs 8,864.47 crore as against Rs 11,303.18 crore as

, at 31^st March, 2023. During the year, the Company has availed

. Rs 750 crore Refinance from NHB under various refinance

schemes. As at 31^st March, 2024, Commercial Paper amounting to Rs 11,856.70 crore were outstanding as compared to Rs 13,513.59 f crore for corresponding previous year. During the year 2023-24, the Company issued Commercial Paper amounting to , Rs 13,852.04 crore from market as compared to Rs 17,668.89 crore

: for the previous year.

The CompanyRss long term loan facilities have been assigned the highest rating of RsCRISIL AAA/STABLERs and short-term loan i has been assigned rating of RsCRISIL A1+ & ICRA A1+Rs signifying ; highest safety for timely servicing of debt obligations.

FIXED DEPOSITS (INCLUDING PUBLIC DEPOSIT)

, As at 31^st March, 2024, the outstanding amount on account of ¹ Public Deposits was Rs 3,949.81 crore as against Rs 3,505.27 crore in the previous year and outstanding amount on account of Corporate Deposits was Rs 5,948.75 crore as against Rs 8,120.94 crore in the previous year. During FY 2023-24, the number of

> deposits from the public has increased from 21197 to 22377

: and for Corporate Deposits the same number has reduced

l from 1180 to 1032.

: Rs 1,871.17 crore has been collected as Public Deposits while

: Rs 5,141.59 crore was collected as Corporate Deposits.

Total aggregate amount collected was Rs 7,012.76 crore.

CRISIL has, for the Seventeenth consecutive year, re-affirmed a ) rating of "CRISIL AAA/Stable” for the CompanyRss deposits which

i indicates highest degree of safety regarding timely servicing of : financial obligations and carries the lowest credit risk.

f

. The support of the agents and their commitment to the

> Company has been vital in mobilisation of deposits and making j the product a preferred investment avenue for individual

households and others.

, TRANSFER OF UNCLAIMED DIVIDEND / DEPOSITS AND SHARES TO INVESTOR EDUCATION & PROTECTION . FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, rules made thereunder and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars ; and amendments thereto, the amount of dividend / deposits ; remaining unclaimed for a period of seven years from the date of transfer to unpaid dividend account are required to be ; transferred to IEPF as constituted by the Central Government. Further, as per the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education & Protection Fund : Authority (Accounting, Audit, Transfer & Refund) Rules 2016,

the shares in respect of which the dividend has not been claimed , for seven consecutive years are required to be transferred by : the Company to the designated demat account of the IEPF

, Authority. The details of the unclaimed dividend/deposits and

; the shares transferred to the IEPF, are uploaded on the website

of the Company, as per the requirements. Link for the same is https://www.lichousing.com/investors-education.

UNPAID/UNCLAIMED DIVIDEND

During the financial year under review, after giving due notice to the members, your Company has transferred unclaimed dividend of Rs 1.20 crore pertaining to the financial year 2015-16 to the IEPF, upon expiry of seven years from the date of transfer to unpaid dividend account.

TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Rules made thereunder, the Company has transferred in aggregate 1,25,600 equity shares of Rs 2/- each to IEPF in respect of which the dividend remained unclaimed for a period of seven consecutive years i.e., from 2015-16 till the due date of 29^th September, 2023 in respect of which, individual notices had also been sent to concerned Shareholders.

UNCLAIMED DEPOSITS

424 Nos. of Fixed deposits amounting to Rs 80.91 crore (out of which 369 are public deposits amounting to Rs 17.38 crore) which were due for repayment on or before 31^st March, 2024 were not claimed by the depositors. Since then, 89 depositors have claimed or renewed deposits of Rs 49.36 crore (out of which 63 are public deposits amounting to Rs 11.26 crore) as on 30^th June,2024. Depositors were appropriately intimated for renewal / claim of their deposits. Further, adequate follow-up is initiated in respect of those cases where Fixed deposits are lying unclaimed.

As per the provisions of Section 125 of the Companies Act, 2013, deposits and interest thereon remaining unclaimed for a period of seven years from the date they became due for payment have to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government, accordingly, as on 30^th June,2024Rs3.31 lakh against unclaimed Principal and Rs 5.15 lakh against unclaimed interest on deposits has been transferred to IEPF. Concerned depositors can claim their refunds from the IEPF authority.

Being a housing finance company registered with the National Housing Bank established under the National Housing Bank Act, 1987, the disclosures as per Rule 8(5)(v) &(vi) of the Companies (Accounts) Rules, 2014 read with section 73 and 74 of the Companies Act, 2013 are not applicable to the Company.

Any person who is entitled to claim unclaimed dividend or deposits etc. which have been transferred to IEPF, can claim the same by making an application directly to IEPF in the prescribed form under the IEPF Rules which is available on the website of IEPF i.e., www.iepf.gov.in.

REGULATORY COMPLIANCE

Following the amendment in the Finance Act of 2019 and the subsequent notification by the Reserve Bank of India (RBI) in

August 2019, Housing Finance Companies (HFCs) are now categorised as Non-Banking Financial Companies (NBFCs) for regulatory purposes. Consequently, they fall under the direct oversight of the RBI. However, the National Housing Bank (NHB) continues to supervise HFCs. In this context, the Master Direction titled RsNon-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021Rs was issued on 17^th February, 2021, superseding the regulations and directions previously outlined in Chapter XVII.

The Company diligently adheres to guidelines, circulars and directionsissuedbythe RBI/ NHB, from time to time. The Company has complied with the following regulatory frameworks:

- Master Direction-Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 - Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023

Additionally, the Company has followed the directions and guidelines prescribed by the RBI. These encompass various aspects, including acceptance of deposits, accounting standards, prudential norms, capital adequacy, credit rating, corporate governance, liquidity management, information technology framework, fair practice code, fraud monitoring, concentration of investments, risk management, capital market exposure norms, Know Your Customer (KYC) guidelines, maintenance of liquidity coverage ratio, and anti-money laundering measures.

Your Company has been maintaining capital adequacy ratio as prescribed by the RBI. The capital adequacy ratio was 20.78 percent as at 31^st March, 2024, as against 18.23 percent as at 31^st March, 2023 (as against the regulatory minimum of 15 percent).

The Company also has been following Directions / Guidelines / Circulars issued by SEBI, MCA, NHB and RBI from time to time, as applicable to a Listed Company. Regulatory and statutory updates are regularly presented before the Board, and the Company has established robust systems and processes to ensure compliance with these requirements.

As per the requirements of the RBIRss Scale Based Regulations, the Internal Capital Adequacy Assessment Procedure (ICAAP) is being implemented and the ICAAP policy has been approved by the Board of Directors of the Company on 7^th March, 2024 and the ICAAP implementation would be completed on or before 30^th September, 2024.

POLICIES AND CODES

During the year, the Company has reviewed all its policies and modifications therein as required in terms of provisions of the Act, RBI Directions, Listing Regulations and Insider Trading Regulations issued by the SEBI and placed all the statutory policies on its website at https://www.lichou.sing. com/policv-codes/

DISCLOSURE UNDER HOUSING FINANCE COMPANIES FOR ISSUANCE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS (NHB) DIRECTIONS, 2014 READ WITH MASTER DIRECTION - NON-BANKING FINANCIAL COMPANY - HOUSING FINANCE COMPANY (RESERVE BANK) DIRECTIONS, 2021.

During the financial year under review, the Non-Convertible Debentures issued on private placement basis, were repaid / redeemed by the Company on their respective due dates and there were no instances of any Non-Convertible Debentures which have not been claimed by the investors or not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption.

AUDITORS, AUDIT REPORTS AND OBSERVATIONS Statutory Audit

As per the guidelines for appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) issued by the RBI vide ref. no. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27^th April, 2021, the Company is required to appoint the statutory auditors for a continuous period of three years, subject to the firms satisfying the eligibility norms (to be confirmed by the firms in Form B) each year and also to inform RBI (i.e. Central Office of RBI (Department of Supervision)) about the appointment of SCAs/SAs for each year by way of a certificate in Form A within one month of such appointment.

Accordingly, the Company has appointed the following statutory auditors:

M/s. SGCO & CO LLP, Chartered Accountants (Firm Registration No.: 112081W/W100184) and

M/s. Khandelwal Jain & Co, Chartered Accountants (Firm Registration No.: 105049W)

These auditors will serve as Joint Statutory Auditors (JSAs) for a term of three consecutive years. The appointment was made at the Thirty-Third Annual General Meeting held on 29^th September, 2022 and will continue until the conclusion of the Thirty-Sixth Annual General Meeting in the year 2025. The Company has also communicated the above appointment to the National Housing Bank (NHB), RBI, and the Ministry of Corporate Affairs (MCA).

The Joint Statutory Auditors have conducted the audit of the standalone and consolidated Financial Statements of the Company for the FY 2023-24 in accordance with the Standards on Auditing specified under sub-section (10) of section 143 of the Companies Act, 2013. The AuditorsRs Report for FY 2023-24 does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March, 2024. The notes on financial statements referred to in the AuditorsRs Report are self-explanatory and do not call for any further comments. The Joint Statutory AuditorsRs Report dated 15^th May, 2024 for the financial year 2023-24 is enclosed with the financial statements in this Annual Report.

INTERNAL AUDIT

Internal Audit, Auditor and Audit Report

The Reserve Bank of India (RBI) has issued Circular No. RBI/2021-22/53-DoS. CO. PPG.SEC/03/11.01.005/2021-22 dated 11^th June, 2021, making the Risk-Based Internal Audit (RBIA) Framework applicable to our Company. As per the provisions of this circular, the Company was required to establish an RBIA framework by 30^th June, 2022. We are pleased to report that the Company has in place an RBIA policy in accordance with the aforementioned circular.

Internal Audit of Back Offices

The Company has established an in-house mechanism for conducting internal audits of all its back offices, which serve as nodal offices responsible for accounting, sanction, and disbursement functions. These audits are carried out by teams of in-house officials from the audit department. To facilitate this process, the Company maintains a comprehensive checklist/ questionnaire, which is regularly updated. The in-house internal audit teams submit quarterly reports for the back offices assigned to them. These reports undergo periodic review by the Internal Audit Committee at the Corporate Office—a management-level committee. Detailed deliberations occur regarding key points raised in the Internal Audit Reports, and the same points are also presented to the Audit Committee of the Board for their information and guidance.

Internal Audit of Corporate Office

The Company has established an in-house mechanism for conducting internal audits of the Corporate Office. Starting from FY 2023-24, these audits are conducted by in-house officials from the audit department, except for specific areas that require specialised domain expertise. In such cases, we engage external experts. Notably, M/s. SK Patodia & Co., Chartered Accountants, and M/s. CNK & Associates, Chartered Accountants, were appointed as experts with the approval of the Audit Committee.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. BNP & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

M/s. BNP & Associates diligently undertook the Secretarial Audit during the said financial year. We are pleased to report that the Secretarial AuditorRss Report for the financial year 2023-24 contains no qualifications, reservations, or adverse remarks. The detailed Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure-5.

Cost Records and 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 in relation to the business activities carried out by the Company.

CORPORATE GOVERNANCE

Your Company remains committed to upholding the principles of good Corporate Governance. The Board of Directors continues to endorse the fundamental tenets of transparency, accountability, and integrity. The report on Corporate Governance is appended as a separate section in this Annual Report. In this yearRss report, we provide detailed insights into our corporate governance practices, including our code of governance, board composition, appointment procedures, membership criteria, declarations by Independent Directors, board evaluations, familiarisation programs, and our vigil mechanism etc.

A certificate from M/s. BNP & Associates, Practicing Company Secretaries, Mumbai (UIN: F005578F000777162), regarding compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report, and the same does not contain any qualification, reservation or adverse remarks.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING BY LISTED ENTITIES

The Securities and Exchange Board of India (SEBI) has introduced revised requirements for sustainability reporting by listed entities with the new reporting format being called the "Business Responsibility and Sustainability Report” (BRSR) Core with effect from the financial year 2023 -2024, which is mandatory for the top 1000 listed companies ranked by market capitalisation at the end of the preceding financial year.

The Company has designated the ESG Committee of the Board to oversee the implementation of the Principles and Policies of Business Responsibility and Sustainability Report in the Company and delegated the powers to the ESG Committee to perform all the acts, deeds and things for implementation of the same. BRSR for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

From the financial year 2024-25 the top 250 listed companies (by market capitalisation) are required to obtain reasonable assurance / assessment on their BRSR Core disclosures. Further from financial year 2024-25 the BRSR Core shall also call for disclosures and assurance of ESG parameters for the Value Chain Partners of the top 250 listed companies (by market capitalisation). In this regard the Company is in the process of putting in place all the necessary arrangements to ensure compliance with these requirements.

DEPOSITORY SYSTEM

To facilitate the transaction of the CompanyRss shares in dematerialised form, the Company has entered into an agreement with Central Depository Services (India) Ltd. (CDSL) and National Securities Depository Ltd. (NSDL). The shareholders have the flexibility to choose their Depository Participant. As at 31^st March, 2024, 3755 members of the Company continue to hold shares in physical form. As per the SEBI circulars, the CompanyRss shares must be transacted in dematerialised form and therefore, the members are requested to convert their physical holdings to dematerialised form. For assistance in this process, members may contact the R&T Agent. Notably, NSDL serves as the designated depository for various SEBI compliance purposes.

OUTLOOK FOR FY 2024-25

During the FY 2024-25 the focus, resources and logistics of the Company would be directed towards the following activities:

• Continuing to meet the housing needs of individuals and contributing to the overall growth and development of the nation

• Eyeing growth in retail book and ramping up Affordable Housing book for addressing the needs of the bottom of the pyramid

• Growing portfolio and increasing the share of high-margin products - Non-Core products and Griha Suvidha

• Tapping into newer markets not presently covered by recruiting marketing intermediaries/connectors and holding camp offices

• Continuing to further transformation-led initiatives, including Project RED that is helping drive automation in processing leading to improvement in turn-around time

• Streamlining customer acquisition, enhancing the efficiency of loan servicing, simplifying the application processes and improve access to financing solutions and bolstering the overall demand for housing units

• Adopting digital transformation processes to bring personalisation in customer servicing and enhancing customer experience throughout loan journey

a. Strengthening digital processes through e-appraisal and PLO

b. Making HomY app more effective and easing customer onboarding

c. Maximising digital onboarding go more than 50% (including HomY)

d. Making use of data and analytics for segment driven customer acquisition

e. Increasing the use of cloud-based office automation and collaboration tool

f. Modernising technology in line with growing business needs and automation

• Solidifying the base of Direct Marketing Executive (DME) / Direct Marketing Intermediaries (DMIs) Channel by recruiting new market intermediaries and individuals and increasing business share of business from this channel; increasing the emphasis on marketing activities in smart cities to increase business share

• Cross-selling insurance products by exploring the role of corporate agency and earning fee-based income

• Explore strategic tie-ups which may increase customer touchpoints and also enable LIC HFL to offer value-added services

• Increasing presence in social media and augmenting about customer engagement programs to increase brand visibility

• Reaching out to new customers through differentiated products backed by mortgage insurance cover to improve yields

• Shrinking the share of Project Loans and moving to high-yielding segments

• Customising products to tap into niche segments like HNI and Millennials/Gen Z segments of customers

• Assessing Risk-Reward relationship in credit decision making in view of the overall profitability

MANAGEMENT PERSPECTIVE ABOUT FUTURE OF THE COMPANY

The outlook looks optimistic, driven by favourable macro-economic conditions, ongoing industry trends and strategic initiatives and technological upgrades completed in FY 2023-24. The Company is positioning to capture growth opportunities while navigating potential challenges. Building on our strong foundation and legacy, the Company is committed to expanding market presence and enhancing service offerings to meet the evolving needs of our customers.

The economic environment is expected to be conducive to growth in the housing finance sector. The projection of GDP growth and stable interest regime sets a conducive backdrop for real estate sector and housing finance, in particular. Additionally, continued government focus on affordable housing, as evidenced by announcement for 3 crore homes under the Pradhan Mantri Awas Yojana (PMAY), will provide a strong impetus for growth in this segment. LICHFL plans to increase its affordable housing portfolio from 10% to 25% over the next two/three years. This shift is expected to tap into the rising demand in tier-2 and tier-3 cities. The CompanyRss product offerings will meet diverse customer needs, including loans against property.

The key drivers to the CompanyRss growth strategies will be the emerging opportunities in residential space and commercial realty like office building. Apart from loans to individuals, the Company is planning to increase the share of loans to builders and developers. LICHFL will capitalise to increase its share through diverse loan products, increase the

CompanyRss footprints through augmentation of distribution network and deepen our presence in the markets where we serve. The Company will on continuous basis enhance risk management frameworks that will safeguard against potential market and credit risks. The Company plans a loan book growth of 12 to 15% for FY 2024-25.

The CompanyRss ongoing digital transformation will enhance customer experience and operational efficiency which will help us to manage costs effectively. Continued investment in digital transformation and technology upgradation are critical focus areas. This includes the introduction of digital platforms for loan applications and leveraging our HomY app for streamlining loan application processes and reducing turnaround time. Improving service standards through digital transformation is a priority. The CompanyRss priority is to enhance customer satisfaction and retention.

The Company is also exploring green financing options, including the issuance of green bonds to support environmentally sustainable housing projects. Aligning with global sustainability trends, the Company is committed to green financing, which will not only diversify its funding sources but also promote eco-friendly housing solutions.

FY 2024-25 is set to be a year of significant growth and transformation for the Company. The Company is confident in its strategic direction and committed to achieving its financial and operational goals. The Company is confident of receiving the continued support of all its stakeholders.

The Company continues to churn its borrowings to maintain lower borrowing cost and to positively impact Net Interest Margin (NIM). Through constant review and upgradation of compliance initiatives, it endeavours to put in place the best corporate governance practices.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has diligently fulfilled its compliance requirements. The specific details of compliances under Companies Act, 2013 are as follows:

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2024 is available on the website of the Company in the following link (Please download the document and then try to view):

https://www.lichousing.com/annual-report-companies-act

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Joint Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed against the Company by its officers or employees, as required by Section 143(12) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Company strictly adheres to all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

RATING RATIONALE

CRISIL had reaffirmed its outstanding rating as RsCRISIL AAA/ StableRs rating to the non-convertible debentures issue of LIC Housing Finance Limited and has also reaffirmed its RsCRISIL AAA/Stable/CRISIL A1+Rs ratings on other debt instruments, bank facilities and fixed deposit programme of the company.

Total Bank Loan Facilities Rated	Rs 1,30,085.88 crore
Long Term Rating	CRISIL AAA/Stable (Reaffirmed)
Short Term Rating	CRISIL A1+ (Reaffirmed)
Rs 45,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Assigned)
Rs 30,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Assigned)
Rs 6,929 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 11,705 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 199 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 15,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 15,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 15,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 5,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 10,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 15,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 25,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 25,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 25,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 25,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 25,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 5,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 5,976 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 20,000 crore Non-Convertible Debentures	CRISIL AAA/Stable (Reaffirmed)
Rs 4,750 crore Tier II Bond	CRISIL AAA/Stable (Reaffirmed)
Fixed Deposits Programme	CRISIL AAA/Stable (Reaffirmed)
Rs 17,500 crore Commercial Paper	CRISIL A1+ (Reaffirmed)

CARE had reaffirmed its outstanding rating as RsCARE AAA/ StableRs rating to the non-convertible debentures and Tier II Bond issue of LIC Housing Finance Limited.

Rs 40,000 crore Non-Convertible Debentures	CARE AAA / Stable (Assigned)
Rs 2,53,441 crore Non-Convertible Debentures	CARE AAA / Stable (Reaffirmed)
Rs 3,000 crore Tier II Bond	CARE AAA / Stable (Reaffirmed)

ICRA Limited had reaffirmed ICRA A1+ rating to the Rs 17,500 crore commercial paper issue of LIC Housing Finance Limited and has reaffirmed its ICRA A1+ which is one notch higher than [ICRA]A1.

BOARD MEETINGS HELD DURING THE YEAR

During the year under review, Seven (7) Board meetings were convened. Detailed information on these Board meetings as well as meetings of several Committees set up by the Board, their composition and attendance record of the members of respective Committees is included in the Report on Corporate Governance which forms integral part of this Annual Report.

DIRECTORSRs RESPONSIBILITY STATEMENT

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind As) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. The Company adheres to the provisions of the Companies Act, 2013 (to the extent modified), guidelines issued by SEBI, and guidelines issued by the National Housing Bank (NHB) and the Reserve Bank of India (RBI) (collectively referred to as Rsthe Previous GAAPRs) in preparation of the financial statements.

The Ind AS are prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and other accounting principles generally accepted in India. Accounting policies have been consistently applied. Wherever applicable, newly issued accounting standards or revisions to existing standards have been duly incorporated into the accounting policies hitherto in use.

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, and based on the information provided by the management, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. Note on internal financial control is attached as Annexure 1 to this Report 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the CompanyRss internal financial controls were adequate and effective during FY 2023-24.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013. These declarations confirm that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPANYRsS POLICY ON DIRECTORSRs APPOINTMENT AND REMUNERATION INCLUDING CRITERIA

The Company endeavours to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31^st March, 2024, the Board comprises of Thirteen (13) members as under:

One (1) Executive Director and two (2) Non-Executive Nominee Directors nominated by LIC of India (RsThe PromoterRs), being the Managing Director & CEO, the Chairman and the Non-Executive Director, Two (2) Non-Executive and Non-Independent Directors. Eight (8) Non-Executive Independent Directors, including one Independent woman director.

The Nomination and Remuneration Committee had laid down Criteria for determining DirectorRss Qualification, positive attributes and independence of a Director, remuneration of Directors, Key Managerial Personnel and also criteria for evaluation of Directors, Chairperson, Non-Executive Directors

and Board as a whole and also the evaluation process of the same which is approved by the Board of Directors.

The performance of the members of the Board, and the Board as a whole were evaluated at the meeting of Independent Directors held on 7^th March, 2024.

We affirm that except Nominee Directors (Chairman, LIC Director, Managing Director & CEO and COO*), sitting fees is paid to all the other Directors for Board and Committee Meetings attended by them. However, the Managing Director & CEO and COO* are being paid remuneration as applicable to an Officer in the cadre of Zonal Manager of LIC of India and PLI as per the terms laid out in the Nomination and Remuneration Policy of the Company. The remuneration payable to them has been duly approved by the Board as also by the shareholders of the Company.

(*) Shri Ashwani Ghai ceased to be the Whole Time Director and COO of the Company on account of his transfer as Additional Director to MDC Mumbai by LIC India with effect from 13^th June, 2023.

(#) Shri Yerur Viswanatha Gowd ceased to be the Managing Director and CEO of the Company on account of his superannuation from LIC of India w.e.f 31^st July, 2024.

(**) Shri T Adhikari was appointed as the Managing Director & CEO of the Company by the Board w.e.f. 3^rd August, 2023 and the appointment was regularised by the members on 28^th August, 2023.

OShri Ramesh Lakshman Adige was appointed as an Independent Director w.e.f. 1^st September, 2023 by the shareholders through postal ballot on 27^th October, 2023.

QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY JOINT STATUTORY AUDITORS AND SECRETARIAL AUDITOR

There are no observations, qualifications, reservations or adverse remarks in the Joint Statutory AuditorsRs Report dated 15^th May, 2024 for the financial year 2023-24.

The management accepts responsibility for establishing and maintaining internal controls and has evaluated the effectiveness of the internal control system of the Company details of which have been disclosed to the Auditors and the Audit Committee, the deficiencies, of which the management is aware of, in the design or operation of the internal control systems and has accordingly taken the steps to rectify these deficiencies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, details of loans made, guarantee given, or security provided by the HFC in the ordinary course of its business are exempted from disclosure in the Annual Report to the members.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION IN 188(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(2) OF COMPANIES (ACCOUNTS) RULES, 2014

Considering the nature of the industry in which the Company operates, all Related Party Transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on an armRss length basis. There were no materially significant related party transactions which were entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All such Related Party Transactions are placed before the Audit committee and Board of Directors for approval, wherever applicable. Prior omnibus approval as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also obtained from Audit Committee for the Related Party Transactions which are of repetitive nature as well as in the ordinary course of business.

The Related Party Transactions Policy and Procedures, as amended from time to time, as reviewed by the Audit Committee and approved by Board of Directors is uploaded on the website of the Company at https://www.lichousing.com/policv-codes.

The particulars of contracts or arrangements with the RsRelated PartiesRs referred to in sub-section (1) of Section 188 of the Act, are furnished in Note No. 48 of the Notes forming part of the Standalone Financial Statements and Note No. 49 of the Notes forming part of the Consolidated Financial Statements for FY 2023-24, forming a part of the Annual Report. This apart, the same is also referred to in Annexure - 3 which forms an integral part of the BoardRss Report.

Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 2 to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of the BoardRss Report i.e. 18^th July, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this BoardRss Report.

A. Technology absorption

(i) Company has implemented CFSS (Core Financial Services Solution) to enable digital lending and with the help of

various 3^rd party tools the processes of KYC, verification, employment analysis, bank statements analysis has been automated. The company has leveraged various fintech solution improve overall credit assessment process. The company has also implemented SAP for GL & financial accounting to standardise its processes. The various digital enhancements involve Homy app is being made available for deposits customers also. Other implementations include: Other implementations include:

• Digitisation of all legacy documents

• Customer servicing using digital channels like Bots, WhatsApp etc.

• Deposits automation and customer service

through Homy app.

• Compliance to regulatory framework like AML & KYC

(ii) The benefits derived like product improvement, efforts to reduce cost of fund, product development or import substitution - The benefits are mainly towards:

• Reduced TAT for customer onboarding

• Digital lending and STP process

• Phygital journey enables lesser paper consumption

• Online payment services

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of financial year)- Not applicable.

(a) The details of technology imported - Not applicable.

(b) The year of import - Not applicable.

(c) Whether the technology has been fully absorbed - Not applicable

(d) If not fully absorbed areas where absorption has not taken place and the reason thereof - Not applicable

(iv) The expenditure incurred on Research and Development - Not applicable

B. Foreign Exchange Earnings and Outgo

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

During the year ended 31^st March, 2024, the Company does not have any foreign exchange earnings and

Following were the foreign exchange outgo transactions during the year:

1. A total of Rs 1.65 crore outgo with respect to Operating Expenses of Overseas Area Offices.

2. The Company had listed its Global Depository Receipts at the Luxemburg Stock Exchange on 8^th September, 2004 and in this regard M/s Bank of New York were appointee as depository/ listing agent. During the year, the Boare had approved the voluntary delisting of the GDRs ane terminating the listing agreement with BNY on account ol continuing listing not being sustainable with only 992 units of GDR remained outstanding. Accordingly, the Company has paid Rs 0.92 Lacs to M/s Bank of New York towards fees for termination of agreement. The Company has delisted its Global Depository receipts form the Luxembourg Stock Exchange with effect from 25^th March, 2024.

The above transactions do not include foreign currency cash flows in derivatives.

RISK MANAGEMENT POLICY OF THE COMPANY

The Board of Directors of the Company has constituted a Risk Management Committee which is responsible foi framing, implementing, monitoring, and reviewing the risk management policy. The committee also assesses the curren status of risk limits specified in the policy and reports to the Board. Under the risk management mechanism, the Company identifies and evaluates the risks it faces. For each identifiec risk, corresponding controls are assessed, and policies and procedures are in place for ensuring ongoing monitoring mitigation, and reporting.

The Board affirms that none of the risks faced by the Company pose a threat to its existence. Additionally, the Company has appointed Mr. J Sangameswar as the Chief Risk Officer, effective from 1^st May, 2023, replacing Mr. K Ramesh.

The Company maintains a robust Risk Management Policy During the financial year under review, the Risk Managemen Policy of the Company was reviewed and put up to the Board ol Directors. The same was approved in the Board Meeting dated 7^th March, 2024.

REMUNERATION POLICY

The Company has framed the Remuneration Policy in orde to align itself with various provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and RBI Circular DOR.GOV.REC.No.29/18.10.002/2022-23 dated 29^th April, 2022. The Policy was last reviewed by the Board on 7^th March, 2024.

The Remuneration policy relating to the remuneration of Directors, Key Managerial Personnel and othe employees is as below:

REMUNERATION TO NON-EXECUTIVE DIRECTORS

The Non-Executive Directors would be paid such amoun of sitting fees as decided by the Board from time to time foi every Board and Committee Meeting, they attend. Apart from sitting fees no other remuneration / commission would be payable to them.

In future, if Company decides to pay any remuneration / commission to Non-Executive Independent Directors, then the

same will be in compliance with the Companies Act, 2013 and Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

REMUNERATION TO NON-EXECUTIVE NOMINEE DIRECTORS

The Non-Executive Nominee Directors would not be paid any sitting fees for the Board and Committee Meetings they attend. The Non-Executive Nominee Directors are not paid any salary and / or other benefits by the Company.

REMUNERATION TO EXECUTIVE NOMINEE DIRECTOR

The Executive Nominee Directors who are designated as Managing Director & CEO and COO are paid remuneration as applicable to an Officer in the cadre of Zonal Manager (Selection Cadre) of LIC of India. This apart, the Executive Nominee Directors are entitled for PLI as per criteria approved by the Nomination and Remuneration Committee of the Board and by the shareholders.

As and when there is any revision in the pay scales of the Executive Nominee Director as per the charter decided by the LIC of India, then the same is made applicable to the Executive Nominee Director at par with those of the officials in the similar cadre. Further, tenure and terms and conditions of appointment of Executive Nominee Director are as decided by LIC of India from time to time and as approved by the Board of Directors of the Company.

However, the remuneration payable to Executive Nominee Director at any point of time shall be within the limits specified under the Companies Act, 2013 and as per Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

REMUNERATION TO KEY MANAGERIAL PERSONNEL (OTHER THAN MD & CEO) AND OTHER EMPLOYEES

In the present set up of the Company, the Key Managerial Personnel, other than Managing Director & CEO, are the Company Secretary and Chief Financial Officer. Remuneration payable to Company Secretary, Chief Financial Officer and other employees is as decided by the Board of Directors as per Service Terms, Conduct Rules 1990 as amended from time to time and as recommended by the Nomination and Remuneration Committee. Further the Company has adopted the Compensation Policy for Key Managerial Personnel and Senior Management in the Meeting of the Board of Directors dated 2^nd March, 2023. This is in confirmation to the requirements of the circular issued by the Reserve Bank of India dated 29^th April, 2022 on Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs.

Except Managing Director & CEO who is a whole time Executive Director, none of the Directors of the Company is paid excluding sitting fees as indicated above, any other remuneration or any elements of remuneration package under major groups, such as salary, benefits, bonuses, stock options, pension, performance linked incentive etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company has established Corporate Social Responsibility Committee of the Board and the statutory disclosures with respect to the CSR Committee and an Annual Report on CSR activities is annexed as Annexure-4 to this report.

Composition of the Corporate Social Responsibility Committee is as follows:

Shri Akshay Kumar	Chairman	Non-Executive Non-
Rout		Independent Director
Ms J. Jayanthi	Member	Non-Executive Independent Director
Shri Ramesh Adige	Member	Non-Executive Independent Director
Shri T Adhikari	Member	Managing Director & CEO

(#) Shri Y Viswanatha Gowd ceased to be the member of the committee on account of his retirement from LIC of India w.e.f. 31^st July, 2023.

(*) Shri T Adhikari became member of the Committee from the date of his appointment as the Managing Director & CEO i.e. w.e.f. 3^rd August, 2023

(##) Shri Ramesh Lakshman Adige became member of the Committee from the date of his appointment as Director of the Company i.e. w.e.f. 1^st September, 2023

ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE

The Nomination and Remuneration Committee had formulated and recommended the evaluation criteria and process for the Directors, Chairperson, Non-Executive Directors, Board-level committees, and the Board as a whole as approved by the Board.

The Board of Directors, excluding the independent directors, conducted an annual performance evaluation in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This evaluation was carried out through circulation. The BoardRss performance was assessed based on inputs received from all Directors. Criteria included the BoardRss composition and structure, the effectiveness of Board processes, information and functioning, disclosure and communication processes, and access to timely, accurate, and relevant information.

The performance of the various Board Committees was evaluated by the Board, using inputs from the respective committee members. The criteria for this evaluation included the composition of the committees, the effectiveness of committee meetings, and their overall functioning.

The Board also reviewed the performance of Individual Directors. This was based on criteria such as the DirectorRss contribution to Board and Committee Meetings, their preparedness on the issues discussed, their meaningful and constructive contributions and inputs in meetings, and their ability to present views convincingly and resolutely. The Chairman was also evaluated on the key aspects of his role.

On 7^th March, 2024, the Independent Directors held a meeting I to evaluate the performance of Non-Independent Directors, the ₍ Board as a whole, and the Chairman.

REPORT ON THE PERFORMANCE AND FINANCIAL ; POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES

Rs AND JOINT VENTURE COMPANIES INCLUDED IN THE ¹ CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129 of the Companies Act, 2013, the , Company has prepared a consolidated financial statement of the Company along with its subsidiaries and associates, in the same form and manner as that of the Company which shall be laid before the ensuing Thirty Fifth Annual General Meeting of the Company along with the CompanyRss Financial Statement under sub-section (2) of Section 129 i.e. Standalone Financial Statement. Further, pursuant to the provisions of Indian Accounting Standard (Ind AS) 110, Consolidated Financial Statements notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, issued by the Ministry of Corporate Affairs, the Consolidated ^; Financial Statements of the Company along with its subsidiaries and associates for the year ended 31^st March, 2024 form part of

> this Annual Report.

> In accordance with the provisions of Section 136 of the

. Companies Act, 2013, the Annual Report of the Company, the

Annual Financial Statements and the related documents of the CompanyRss subsidiary and associate companies are hosted on Rs the website of the Company.

I THERE HAS BEEN NO CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY DURING THE YEAR l UNDER REVIEW . Directors

As on 31^st March, 2024, the Board had Thirteen members, ^, including two (2) Non-Executive Non-Independent Directors

! and one (1) executive Director nominated by the promoter,

Rs LIC of India being the Chairman, Shri Siddhartha Mohanty,

1 the Non-Executive Director, Shri Jagganath Mukkavali, and

! the Managing Director & CEO, Shri T Adhikari respectively.

. Apart from these two (2) Non-Executive Nominee Directors,

there are two (2) Non-Executive and Non-Independent ^, Directors namely Shri P Koteswara Rao, and Shri Akshay ^, Kumar Rout. Other eight (8) Board Members are Independent Directors including one Independent Woman Director namely Ms. Jagennath Jayanthi. The other Independent Directors are viz., Dr. Dharmendra Bhandari, Shri Ameet N Patel, Shri ^! V. K. Kukreja, Shri Kashi Prasad Khandelwal, Shri Ravi Krishan

i

Takkar, Shri Sanjay Kumar Khemani, Smt Jagennath Jayanthi,

i

and Shri Ramesh Lakshman Adige*.

Note:

^ (0 Shri Ashwani Ghai ceased to be WTD & COO w.e.f 13^th June, 2023

on account of his transfer as Additional director to MDC Mumbai by ¹ LIC India. Shri Y Viswanatha Gowd superannuated as MD&CEO w.e.f. ! 31^st July, 2023

(*) Shri Ramesh Adige was appointed as an Independent Director w.e.f. 1^st September, 2023 by the shareholders through postal ballot on 27^th October, 2023.

Succession Planning

In order to ensure stability and effective implementation of long-term business strategies and for smooth transition at MD & CEO level, the Board has decided that the new MD & CEO should be posted in advance, say 4-6 months prior to his/her taking charge as MD&CEO, as (Chief Operating Officer (COO) who would subsequently take over as MD & CEO on retirement / elevation / transfer of the existing MD & CEO.

In terms of Article 138(b) of the Articles of Association of Company, LIC of India is entitled to nominate up to one third of the total number of Directors of the Company and therefore, the Board after consideration, approved the posting of senior official from LIC of India as Nominee of LIC of India for the post of COO as part of succession plan for MD & CEO with a view to ensure stability and effective implementation, within a reasonable time (generally 4 to 6 months) prior to the exit of the serving MD&CEO, of long term business strategies. LIC of India had posted Shri T Adhikari as COO of the Company with effect from 22^nd June, 2023 (date of Joining LICHFL being 7^th September, 2022). Subsequently he was appointed as the Managing Director & CEO w.e.f. 3^rd August, 2023 and his appointment has been approved by the Members in the 34^th Annual General Meeting held on 28^th August, 2023. Currently, there is no officer designated as COO.

Further, in terms of the Regulation 17 (4) of the SEBI (LODR), 2015 the Company has adopted a succession planning policy for its Key Managerial and senior management personnel. The CompanyRss succession planning policy ensures smooth transitions and continuity by identifying suitable candidates for senior management positions. In case of unexpected vacancies, interim appointments are made following the organisation chart until regular appointments are made. The Succession Planning Policy of the Company has been hosted on the website of the Company on the below mentioned link:

https://www.lichousing.com/static-assets/pdf/Policv on Succession Planning.pdf?crafterSite=lichfl-corporate- website-cms&embedded=true

APPOINTMENTS / RESIGNATIONS OF DIRECTORS Appointments

Shri Siddhartha Mohanty (DIN 08058830)

On the resignation of Shri M. R. Kumar (DIN 03628755) from the Chairmanship of the Board of the Company, the Nomination and Remuneration Committee in terms of RsFit and ProperRs criteria adopted by the Board, after having undertaken process of due diligence, and after considering Shri Siddhartha Mohanty (DIN 08058830) suitable and eligible based on evaluation, qualification, expertise, track record, integrity and Rsfit and properRs criteria, had recommended his appointment to the Board and the Board appointed him as Chairman, Additional Director in the capacity of Non-Executive Nominee Director of the Company with effect from 5^th April, 2023. Subsequent to being appointed as an Additional Director under Articles 143 of the Articles of Association of the Company pursuant to the provisions of Section 152, 161 and other applicable provisions, if

any, of the Companies Act, 2013 and the Rules made thereunder, SEBI Listing Regulations, Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 including any amendment, modification, variation or re-enactment thereof, for the time being in force and in terms of Articles 141, 143 of the Articles of Association of the Company, the appointment of Shri Mohanty as the Chairman and Director was approved by the members through postal ballot on 28^th June, 2023.

Shri Jagannath Mukkavilli (DIN 10090437)

On resignation of Shri Raj Kumar (DIN 06627311) as Non-Executive Nominee Director of the Board of the Company, the Nomination and Remuneration Committee in terms of RsFit and ProperRs criteria adopted by the Board after having undertaken process of due diligence, and after considering Shri Jagannath Mukkavilli (DIN 10090437) suitable and eligible based on evaluation, qualification, expertise, track record, integrity and Rsfit and properRs criteria, recommended his appointment to the Board and the Board appointed him as Additional Director in the capacity of Non-Executive Nominee Director of the Company with effect from 5^th April, 2023. Subsequent to being appointed as an Additional Director under Articles 143 of the Articles of Association of the Company pursuant to the provisions of Section 152, 161 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, SEBI Listing Regulations, Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 including any amendment, modification, variation or re-enactment thereof, for the time being in force and in terms of Articles 141, 143 of the Articles of Association of the Company, the appointment of Shri Jaganath Mukkavelli as Director liable to retire by rotation, under the provisions of Articles of Association of the Company was approved by the members through postal ballot on 28^th June, 2023

Shri Tribhuwan Adhikari (DIN: 10229197)

Shri Tribhuwan Adhikari was appointed as the Chief Operating Officer and Key Managerial Personnel. He was inducted on the Board of Directors with effect from 22^nd June, 2023.

Further based on the evaluation, qualification, expertise, track record, integrity, due diligence and the satisfaction of the Rsfit and proper criteriaRs, the Nomination and Remuneration Committee recommended and thereby the Board appointed Shri T Adhikari as Managing Director & Chief Executive Officer of the Company with effect from 3^rd August, 2023. Subsequently, the appointment and the terms thereof was approved by the shareholders at the 34^th Annual General Meeting held on 28^th August, 2023.

Shri Ramesh Adige (DIN: 00101276)

As per the recommendation of the Nomination and Remuneration Committee, which undertook process of due diligence, and considered the candidature to be suitable and eligible based on evaluation, qualification, expertise, track record, integrity and Rsfit and properRs criteria, the Board at its meeting held on 1^st September, 2023 approved the appointment

of Shri Ramesh Adige as an Additional Director (Non-Executive Independent) for a period of five consecutive years, not liable to retire by rotation. The resolution approving his appointment as Independent Director effective from 1^st September, 2023 and up to 31^st August, 2028 was passed by the shareholders on 27^th October, 2023 through Postal Ballot.

Shri Anil Kaul (DIN: 00644761)

As per the recommendation of the Nomination and Remuneration Committee, which undertook process of due diligence, and considered the candidature to be suitable and eligible based on evaluation, qualification, expertise, track record, integrity and Rsfit and properRs criteria, the Board at its meeting held on 15^th May, 2024 approved the appointment of Shri Anil Kaul as an Additional Director (Non-Executive Independent) for a period of five consecutive years, not liable to retire by rotation. The resolution approving his appointment as Independent Director effective from 15^th May, 2024 and up to 14^th May, 2029 was passed by the shareholders on 12^th July, 2024 through Postal Ballot.

Resignation/ Superannuation/ Completion of term Shri Ashwani Ghai (DIN 09733798)

Shri Ashwani Ghai ceased to be the COO and Whole Time Director of the company with effect from 13^th June, 2023 on account of his transfer and appointment as Additional Director to MDC Mumbai by LIC India.

Shri Y Viswanatha Gowd

Shri Y Viswanatha Gowd (DIN 09048488) ceased to be the Managing Director & CEO of the company with effect from 31^st July, 2023 on account of his attaining superannuation from the service of LIC India.

Completion of First Term of Independent Directors

(a) Shri Kashi Prasad Khandelwal

Shri Kashi Prasad Khandelwal is an Independent Director on the Board of LIC Housing Finance Limited. He joined the Board of the Company on 1^st July, 2019 as an Additional Director and the appointment as an Independent Director was approved by the members in the Thirtieth Annual General Meeting of the Company held on 28^th August, 2019 for a term of five years from 1^st July, 2019 up to 30^th June, 2024. Shri Kashi Prasad Khandelwal is due for retirement from his term as Independent Director on 30^th June, 2024. Shri Kashi Prasad Khandelwal being eligible for reappointment for second term of five consecutive years, has been reappointed as an Independent Director by the Board with effect from 1^st July, 2024 for second term of five consecutive years up to 30^th June, 2029 subject to the approval of the members in the ensuing Annual General Meeting.

(b) Shri Sanjay Kumar Khemani

Shri Sanjay Kumar Khemani is an Independent Director on the Board of LIC Housing Finance Limited. He joined the Board of the Company on 1^st July, 2019 as an Additional

Director and the appointment as a Non-Independent Non-Executive Director was approved by the members in the Thirtieth Annual General Meeting of the Company held on 28^th August, 2019. Further the members approved the change in the designation of Shri Sanjay Kumar Khemani from Non-Independent Non-Executive Director to an Independent Director whose term was made effective from 1^st July, 2019 and up to 30^th June, 2024 through Postal Ballot on 26^th April, 2023. Shri Sanjay Kumar Khemani is due for retirement from his term as Independent Director on 30^th June, 2024. Shri Sanjay Kumar Khemani being eligible for reappointment for second term of five consecutive years, has been reappointed as an Independent Director by the Board with effect from 1^st July, 2024 for second term of five consecutive years up to 30^th June, 2029 subject to the approval of the members in the ensuing Annual General Meeting.

DIRECTOR RETIRING BY ROTATION

Shri P Koteswara Rao who has been longest in office would be retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

APPOINTMENTS / RESIGNATION OF THE KEY MANAGERIAL PERSONNEL

Shri Tribhuwan Adhikari, Managing Director & CEO, Mr. Sudipto Sil, Chief Financial Officer and Ms. Varsha Hardasani, Company Secretary & Compliance Officer, are the Key Managerial Personnel (KMP) as per the provisions of the Companies Act, 2013.

During the financial year the following changes took place in the positions of the KMPs:

Shri Ashwani Ghai (DIN 09733798)

Shri Ashwani Ghai ceased to be the COO and Whole Time Director of the company with effect from 13^th June, 2023 on account of his transfer and appointment as Additional Director to MDC Mumbai by LIC India.

Shri Y Viswanatha Gowd (DIN 9048488)

Shri Y Viswanatha Gowd ceased to be the, Managing Director & CEO of the Company with effect from 31^st July, 2023 on account of his superannuation from LIC of India.

Appointment of Shri T Adhikari (DIN 10229197)

Shri T Adhikari was appointed as the Managing Director & CEO of the Company with effect from 3^rd August, 2023. The appointment was approved by the shareholders in the 34^th Annual General Meeting dated 28^th August, 2023.

COMMITTEES OF THE BOARD

The Company has various Committees which have been constituted as a part of the best corporate governance practices and in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has the following Committees of the Board:

I) Audit Committee

II) Stakeholders Relationship Committee

III) Nomination and Remuneration Committee

IV) CSR Committee*

V) Risk Management Committee

VI) Executive Committee

VII) Debenture Allotment Committee

VIII) Strategic Investment Committee

IX) IT Strategy Committee

X) Preferential Allotment Committee

XI) Investment Committee*

XII) Committee for approval of issuance of Duplicate Share Certificate(s)*

XIII) ESG Committee

*Note: Considering the enhanced regulatory provision for Environmental Social and Governance matters, a separate ESG Committee which earlier was part of CSR-ESG Committee was formed and CSR-ESG Committee was renamed as CSR Committee with effect from 7^th June, 2023 on approval at 236^th Meeting of Board of Directors.

**Note: The Preferential Allotment Committee is an event based Committee which had been constituted for the limited purpose of allotment of the Equity Shares on private placement basis to the promotors on 8^th September, 2021.

*Note: The Investment Committee is an event based Committee which has been constituted to meet only in case any investment proposals needs to be considered. During the year two meetings of the said Committee were held.

*Note: Committee for approval of issuance of Duplicate Share Certificate? has only been constituted to sign and approve the request for issuance of Duplicate Share Certificate?. The approval takes place through circulation of the relevant documents to the signing authorities based on their availability. No physical meeting of the said Committee is generally held.

Composition of Audit Committee is as follows

Shri Kashi Prasad Khandelwal	Chairman	Non-Executive - Independent Director
Shri V K Kukreja**	Member	Non-Executive - Independent Director
Smt Jagennath	Member	Non-Executive -
Jayanti		Independent Director

*Shri Sanjay Kumar Khemani ceased to be the member of the Committee w.e.f 2^nd September, 2023 on account of reconstitution of the Committee.

**Shri V K Kukreja was inducted in the Committee w.e.f 2^nd September, 2023 on account of reconstitution of the Committee.

There is no instance, during the year, when the recommendations of Audit Committee have not been accepted by the Board.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in

detail in the Report on Corporate Governance which forms part of this Report.

SUBSIDIARIES AND GROUP COMPANIES

As on 31^st March, 2024, the Company has four Subsidiaries namely, LICHFL Care Homes Limited, LICHFL Asset Management Company Limited, LICHFL Trustee Company Private Limited and, LICHFL Financial Services Limited. The Consolidated financial statements incorporating the results of all the subsidiaries of the Company for the year ended 31^st March, 2024, are attached along with the statement pursuant to Section 129 of the Companies Act, 2013, with respect to the said subsidiaries. Brief write up including the performance and financial position of each of the subsidiaries is provided as under:

1. LICHFL Care Homes Limited

LICHFL Care Homes Limited, a wholly owned subsidiary of LIC Housing Finance Limited, was incorporated on 11^th September, 2001 with an authorised share capital of Rs 75 crore. The basic purpose of incorporating the Company was to establish and operate Rsassisted living community centresRs for the senior citizens.

During the FY 2023-24, the Company reported Losses before Tax of Rs 10.67 crore and Losses after Tax stood at Rs 18.25 crore.

The Company has successfully completed a project at Bangalore in two Phases and Jeevan Anand Project at Bhubaneswar.

Further, the Company is in the process of developing new Care homes project at Jaipur, Rajasthan and Aluva, Kerala. The Company is also in the process of purchasing land at various locations across the Country. Going forward, these projects are likely to further improve the overall operations and stability of the Company.

2. LICHFL Asset Management Company Limited

The Company was incorporated on 14^th February, 2008. The Company is in the business of managing, advising, administering Private Equity Funds including Venture Capital Fund (VCF) and Alternate Investment Fund (AIF)

The Company was appointed as Investment Manager in 2010 to raise and manage the LICHFL Sponsored, LICHFL Urban Development Fund (LUDF). The Company has raised total commitments of Rs 529.35 crore from Banks, Financial Institutions, Corporates and HNIs as against the targeted size of Rs 500 crore and announced financial closure on 30^th March, 2013. The Company has deployed Rs 461.30 crore in 9 Portfolio Companies, acquisition or operation of affordable / mid income housing, related infrastructure and Hospitals. The Fund with corpus of Rs 529 crore. has made investments in 9 portfolio companies achieving a portfolio level IRR on cash receipt basis of 16.74%. Portfolio level IRR for entire portfolio (exited and subsisting based on valuation) stands at 18.14%.

The Company also launched a Alternative Investment Fund (AIF) namely LICHFL Housing & Infrastructure Fund (LHIF), with a total corpus of Rs 1,000 crore including Green Shoe Option (GSO) of Rs 250 crore and the focus of the Fund is on Affordable Housing and Property backed Infrastructure in sectors which include Educational Institutions, Hospitals, Industrial Parks & Warehouses. As on 31^st March, 2024, the total Contribution Agreements signed in respect of LICHFL Housing & Infrastructure Fund is Rs 812 crore of which the drawable amount is Rs 765 crore. Fund has made cumulative drawdown call of Rs 693.62 crore. (Inc. Rs 66.92 crore of fees and expenses) out of which Fund has received Rs 663.87 crore. On basis of investments made, distribution received and valuation, the Fund is poised to achieve an IRR of 20%.

The Company has also launched another fund which was registered with SEBI - LICHFL Real Estate Debt Opportunities Fund - I on 30^th March, 2021 under AIF Category II of SEBI Alternate Investment Fund Regulations 2012 (AIF). The Fund is having a target corpus of Rs 3,000 crore (Base corpus of Rs 2,000 crore plus Rs 1,000 crore as green shoe option). The Fund is envisaged to be raised from both Domestic and Overseas Investors. The focus sector of the Fund is Housing. The Fund has received commitment of 300 crore from LIC of India, 450 crore from LIC Housing Finance Limited, 65 crore from Indian Bank and IDBI Bank.

During the FY 2023-24, the Company earned a Profit before Tax (PBT) of Rs 9.19 crore and Profit after Tax (PAT) stood at Rs 6.58 crore. The Company has recommended dividend @ 30% for FY 2023-24 on itRss paid-up share capital.

3. LICHFL Trustee Company Private Limited

The Company was incorporated on 5^th March, 2008. The Company is undertaking the business of trusteeship services for Venture Capital Funds (VCFs) and Alternative Investment Funds (AIFs).

The Company was appointed as Trustee in 2010 for LICHFL Fund and further appointed LICHFL Asset Management Company Limited (LICHFL AMC) as Investment Manager for the Fund. In 2010 the Company had registered LICHFL Fund with SEBI as Venture Capital Fund (VCF) under the SEBI (Venture Capital Funds) Regulations, 1996. LICHFL Urban Development Fund achieved its financial closure with Rs 529.35 crore on 30^th March, 2013.

The Company was appointed as Trustee in 2017 for LICHFL Housing & Infrastructure Trust (LHIT) and further appointed LICHFL AMC Ltd. as Investment Manager for LICHFL Housing and Infrastructure Fund (LHIF). The Company had received registration for LHIF on October 2017 from SEBI under Alternative Investment Fund Regulations, 2012 as Category - I Infrastructure. LICHFL AMC launched LICHFL Housing & Infrastructure Fund (LHIF) in October 2017 and achieved initial closing on 31^st March, 2018. The Fund announced its final closing on 31^st March, 2021.

The Company was appointed as Trustee on 30^th March, 2021 for a New Fund registered with SEBI - LICHFL Real Estate Debt Opportunities Fund - I on 30^th March, 2021 and appointed LICHFL AMC Ltd. as Investment Manager for the Fund.

During the FY 2023-24, the Company earned a Profit before Tax (PBT) of Rs 0.20 crore and Profit after Tax (PAT) stood at Rs 0.15 crore.

4. LICHFL Financial Services Limited

LICHFL Financial Services Limited, a wholly owned subsidiary of LIC Housing Finance Limited, was incorporated on 31^st October, 2007, for marketing of housing loan, insurance products (Life and General Insurance), mutual funds, fixed deposits, credit cards. It became operational in March, 2008 and at present has 48 offices spread across the country.

The vision of the Company is "SARVESHAM POORNAM BHAVATU” - to provide complete financial solutions” to secure not only the present but also the future of the customer and his family. In this endeavour, the marketing officials assist at every step - right from financial planning to manage every aspect of investment, both for the short & long term.

At present, the Company distributes Life Insurance products of LIC of India, Home Loans & Fixed Deposits of LIC Housing Finance Limited, Mutual Funds of various fund houses, General Insurance products of United India Insurance Company Limited, Tata AIG General Insurance Company Limited and HDFC ERGO General Insurance Company Ltd., Health Insurance products of Aditya Birla Health Insurance Co. Ltd. and Star Health and Allied Insurance Co. Ltd and Point of Presence for National Pension System (NPS). More business verticals will be added depending on market opportunities and customer needs.

The Company has earned a Profit before Tax (PBT) of Rs 23.17 crore and Profit after Tax (PAT) stood at Rs 17.17 crore for the FY 2023-24 and recommended dividend @ 30% for FY 2023-24 on paid up share capital of Rs 9.50 crore.

The Company is striving to improve its Performance across all Business verticals in the coming years.

Name/s of Company/ies which have ceased / become subsidiary/joint venture/associate: None

AS ON 31^st MARCH, 2024, THE COMPANY HAS TWO ASSOCIATE COMPANIES NAMELY LIC MUTUAL FUND ASSET MANAGEMENT COMPANY LIMITED AND LIC MUTUAL FUND TRUSTEE COMPANY PRIVATE LIMITED.

The Company does not have any material Subsidiary within the meaning of the term under Regulation 24 of the SEBI (LODR)Regulations.

The Annual Report which consists of the financial statements of the Company on standalone as well as consolidated financial statements of the group for the year ended 31^st March, 2024, has been sent to all the members of the Company. It does not contain Annual Reports of CompanyRss subsidiaries. The Company will provide Annual Report of all subsidiaries upon receipt of request by any member of the Company. These Annual Reports are also available on CompanyRss website viz www.lichousing.com.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status as also the operations of the Subsidiary Companies in future.

Brief write up including the performance and financial position of each of the associate companies is provided as under:

1. LIC Mutual Fund Asset Management Company Limited (LICMFAMC)

LIC Mutual Fund was incorporated on 20^th April, 1994. LIC Housing Finance Limited holds 33.52 % equity in this entity. Being an associate company of IndiaRss premier and most trusted brand, LIC Mutual Fund is one of the well-known players in the asset management sphere. With a systematic investment discipline coupled with a high standard of financial ethics and corporate governance, LIC Mutual Fund is emerging as a preferred Investment Manager amongst the investor fraternity.

LIC Mutual Fund endeavours to create value for its investors by adopting innovative and robust investment strategies, catering to all segments of investors. LIC Mutual Fund believes in providing delight to its customers and partners by way of superior investment experience and unparalleled service thereby truly bring them Khushiyaan, Zindagi Ki.

For the FY 2023-24 both the Profit before Tax (PBT) as well as Profit after Tax (PAT) of LICMFAMC stood at Rs 10.98 crore, as there was no tax expense.

2. LIC Mutual Fund Trustee Company Private Limited

LIC Mutual Fund Trustee Private Limited (Trustee Company) is the Trustee to the Mutual Fund, LICMFAMC. LIC Housing Finance Limited holds 35.30 % equity in this entity. LIC of India is the Sponsor of the Mutual Fund. The AMC either directly or through third party service providers engaged by the AMC (Service Providers) such as the Registrar and Transfer agents collects, receives, possesses, stores, deals or handles information received from investors/client/ customers whether existing or prospective.

The Company has earned a Profit before Tax (PBT) of Rs 32.51 lakh and Profit after Tax (PAT) stood at Rs 24.24 lakh for the FY 2023-24.

FINANCIAL DETAILS OF SUBSIDIARIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Rsthe ActRs), a statement containing salient features

of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached as Annexure-6. The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www.lichousing.com/subsidiarv-financials.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

The Board of Directors confirm that the Company has well-established internal control systems in place which are commensurate with the nature of its business and size, scale and complexity of its operations. Standard Operating Procedures (SOP) and Risk Control Matrices designed to provide a reasonable assurance are in place and are being continuously monitored and updated. The Company also periodically engages outside expertsto carry out an independent review of the effectiveness of various Internal Controls. The observations and best practices suggested are reviewed by the management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls. Note on Internal Financial Control as Annexure 1 is attached to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in place which provides whistle blowers an opportunity to raise concerns relating to reportable matters as defined in the policy.

The mechanism adopted by the Company encourages the whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of whistle blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is reviewed annually or as and when the RegulatorsRs amendments are required to be incorporated therein, as the case may be. During the year the Board considered the modification in the Whistle Blower Policy. The revised whistle-blower policy aims to strengthen the existing framework, ensuring that reporting person feels comfortable and confident in coming forward with any information while maintaining their confidentiality and ensuring protection against retaliation.

During the period under review no concerns or grievances were reported under Vigil Mechanism/ Whistle Blower Policy.

EMPLOYEE STOCK OPTION

The company does not have any Employee stock option scheme. EMPLOYEE REMUNERATION

Disclosure pertaining to remuneration and 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 given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Directors (including Independent Directors)*	Ratio to median remuneration
Nil	N.A.

* Remuneration is not paid to Non-Executive Directors (including Independent Directors) other than by way of sitting fees for attending meetings of the Board and Committees of the Board.

Executive Director MD & CEO	Ratio to median remuneration
Shri Tribhuwan Adhikari (MD&CEO)#	5:1

# Shri Yerur Vishwanatha Gowd superannuated as MD & CEO of the Company with effect from 31^st July, 2023 and Shri T Adhikari was appointed as MD & CEO of the Company with effect from 3^rd August, 2023

Note: Since Shri Ashwani Ghai ceased to be the COO & WTD with effect from 13^th June, 2024 on account of his transfer as Additional Director at MDC Mumbai by LIC of India and there was no Whole Time Director thereafter designated till 31^st March, 2024, the data for ratio to median remuneration is not comparative and hence excluded.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Non-Executive Directors (including Independent Directors)*	% increase in remuneration in the financial year
Nil	N.A.

*No remuneration is paid to Non-Executive Directors (including Independent Directors)

KMP	% Increase in remuneration in the financial year
MD&CEO	8.12%
COO*	N.A.
Chief Financial Officer**	3.93%
Company Secretary***	3.50%

*Shri Tribhuwan Adhikari who was appointed as COO on 13^th June, 2023 was appointed and designated as MD & CEO on 3^rd August, 2023 pursuant to the superannuation of Shri Y. Vishwanatha Gowd from LIC of India w.e.f. 31^st July, 2023. The office of the COO remained vacant from 3^rd August, 2023. Hence no comparable figure is available for FY 2023-24

"Remuneration of MD & CEO includes Salary for FY 2023-24 and PLLI 2022-23

***Remuneration of Company Secretary & CFO includes Salary for FY 2023-24 and PLLI 2022-23

c. The percentage increase in the median remuneration of employees in the financial year:

19.35%

d. The number of permanent employees on the rolls of the Company:

2396

e. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	31st March, 2024	15th November, 1994	% Change (IPO)
Market Price (in Rs)	611.05**	12*	4992.08

*Adjusted Issue price on account of sub-division **BSE-closing Price

f. Average percentile increase already made in the salaries of employees other than managerial personnel in the financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in managerial remuneration for the year was 8.12%. The average annual Increase in the salaries of the employees other than managerial personnel during the year was 19.35%.

g. Affirmation that remuneration is as per the Remuneration Policy of the Company

The Company affirms that the remuneration payable is as per the Remuneration Policy of the Company.

During the year the Company has not engaged any employee drawing remuneration exceeding the limit specified under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of Section 136(1) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the BoardRss Report is being sent to all the shareholders of the Company excluding the annexure containing names of the top ten employees in terms of remuneration drawn. Any shareholder interested in obtaining a copy of the said annexure may write to the Company at: The Company Secretary, LIC Housing Finance Limited, Corporate Office, 131 Maker Towers, RsFRs Premises, 13^th Floor, Cuffe Parade, Mumbai - 400 005.

PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

According to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and has a robust mechanism to redress the complaints reported thereunder. An Internal Committee has been constituted, which comprises of internal members who have experience in the subject field.

The Committee consists of 3 internal members (2 female and 1 male) and 1 independent member (female).

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. Your Company on a regular basis sensitises its employees on prevention of sexual harassment through various workshops, awareness programmes.

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the complaints received thereunder and the details relating thereto are as follows:

(a) Number of complaints received in the year: One

(b) Number of complaints disposed of during the year: One

(c) Number of cases pending more than ninety days: Nil

(d) Number of workshops or awareness programme against sexual harassment carried out: Nil

(e) Nature of action taken by the employer or district officer: Nil

It may be noted that the Company has Zero tolerance towards any action on the part of any executive / staff which may fall under the ambit of RsSexual HarassmentRs at workplace, and is fully committed to uphold and maintain the dignity of every woman working in the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/ EXCHANGES

During the year, no significant or material orders were passed by the regulators or courts or tribunals that would impact the going concern status or operations of the Company in the future.

The Reserve Bank of lndia, in exercise of the powers conferred under Section 52A of the National Housing Bank (NHB) Act, 1987, imposed an aggregate penalty of Rs 49,70,000/- (Rupees Forty Nine Lakh Seventy Thousand only) vide its letter dated 5^th April, 2024 on account of non-compliance to provisions of relevant directions under para 80.1 (part) and 85.6 of the RBI Master Directions. The Company has paid the penalty amount on 19^th April, 2024.

HUMAN RESOURCES

Productive high performing employees are vital to the CompanyRss success. The 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 contribution and commitment of the employees towards the performance of the Company during the year was valued and appreciated. The Company recruited employees during the year for various positions and promoted employees to take up higher responsibilities. Apart from fixed salaries, perquisites and benefits, the Company also has in place performance-linked incentives which reward outstanding performers, who meet certain performance targets. In pursuance of the CompanyRss

commitment to develop and retain the best available talent, the Company had organised and sponsored various training programmes / seminars / conferences for upgrading skill and knowledge of its employees in different operational areas. Wellness programs were also conducted at various office locations to support the physical and mental health of our employees.

Employee relations remained cordial, and the work atmosphere remained congenial during the year. The Human Resource Department at your Company is committed to further improving employee engagement through various new initiatives.

CYBER SECURITY

Organisations embrace certain practices, including social distancing, remote working and all these, in turn, leading to significant dependence on and increased usage of digital technologies. We have implemented advanced security controls, technologies, processes and practices designed to protect networks, computers and data from attack, damage or unauthorised access and threat analytics by leveraging industry leading technologies to help and mitigate internal and external threats to the Company. Company has also deployed various solutions to mitigate cyber threats including Honeypot, firewalls etc. Our Cyber Security Policy ensures that our people are aware of the best practices to be followed in order to ensure that CompanyRss data and infrastructure do not become vulnerable to external threats. We ensure that our IT Team is up to speed by providing them with avenues for continuous learning and making internal training forums available as well as courses through external academic institutions, to keep them enriched and in turn, help protect the Company from cyber-threats on a day-to-day basis.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no application made or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

ACKNOWLEDGMENTS

The Directors place on record their appreciation for the advice, guidance and support given by the Life Insurance Corporation of India, the National Housing Bank, the Reserve Bank of India and all the bankers of the Company. The Directors also place on record their sincere thanks to the CompanyRss clientele, lenders, investors and members for their patronage. The Directors express their appreciation for the dedicated services of the employees and their contribution to the growth of the Company.

For and on behalf of the Board

	Chairman
	Name: Siddhartha Mohanty
	DIN: 08058830
Place: Mumbai
Date: 18th July, 2024