Indiabulls Housing Finance Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the Sixteenth Annual Report of the Company along with the audited statement of accounts for the financial year ended March 31, 2021.

FY 2020-21 was an unprecedented year in many respects. The COVID-19 pandemic caused wide-spread economic disruption and brought the world to a stand-still, restriction on movement of people and goods led to widespread loss of incomes and livelihoods. Successive waves of the epidemic strained health infrastructure the world over and has to date resulted in 4 Mn deaths with daily deaths still hovering around 10,000 per day.

With active support from central banks and governments, damage to the world economy has been contained. With vaccination gathering pace in India and the world over, it is hoped that the world can begin healing and people can get back to a level of normalcy. For Indiabulls Housing, FY 2020-21 was a year of repair and transition. Despite an extremely challenging year due to the disruptions caused by the COVID-19 pandemic, the Company has been successful in strengthening its capital adequacy, liquidity position and building prudent provisioning buffers on its balance sheet. The Company has also been successful in laying firm foundations for its asset-light business model.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial highlights of the Company, for the financial year ended March 31, 2021, are as under:

Particulars Yearended March 31, 2021 Yearended March 31, 2020
( in Crore) ( in Crore)
Profit before Depreciation, amortization and impairment expense 1,482.99 2,644.52
Less: Depreciation, amortization and impairment expense 90.82 97.80
Profit before Tax 1,392.17 2,546.72
Less: Total Tax expense 333.71 386.81
Profit for the Year 1,058.46 2,159.91
Add: brought forward balance 369.14 525.63
Amount available for appropriation 1,427.60 2,685.54
Appropriations:
Interim Dividend paid on Equity Shares ( 9 Per Share (Previous Year 31 Per Share) 416.11 1,325.31
Corporate Dividend Tax on Interim Dividend paid on Equity Shares - 269.64
Transferred to Reserve III (Reserve U/s 36(1)(viii), Considered as eligible transfer to Special Reserve U/s29C of the National Housing Bank Act, 1987) - 220.00
Transferred to Reserve I (Special Reserve U/s 29C of the National Housing Bank Act, 1987) 211.69 211.98
Transferred to Additional Reserve (U/s 29C of the National Housing Bank Act, 1987) 825.00 -
Transferred to General Reserve - 150.00
eserve R TransferredtoDebentureRedemption - 139.47
Balance of Profit Carried Forward (25.20) 369.14

KEY FINANCIAL HIGHLIGHTS: FY20-21 (CONSOLIDATED)

Particulars FY 20-21 FY 19-20
Total Revenues ( Crores) 10,030.1 13,223.2
NII ( Crores) 3,090.7 4,711.3
PAT ( Crores) 1,201.6 2,199.8
EPS ( ) 27.72 51.70
CRAR% (Standalone) 22.84 22.82

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Business Update

The Company closed FY 2020-21 with a balance sheet size of 93,238 Crores and total loan assets of 80,741 Crores. • Loan book of the Company stood at 66,047 Crores at the end of FY 2020-21.

The Profit after Tax of the Company for FY 2020-21 stood at 1,202 Crores.

In a challenging FY 2020-21, the Company further rationalised expenses to cut down its cost-to-income to 12.8% from 16.2% in FY 2019-20.

The Company now has co-lending agreements with HDFC Ltd, Bank of Baroda and Central Bank of India for sourcing home loans and with RBL Bank and Central Bank of India for sourcing secured MSME loans. These co-lending partnerships will be central to IBHs new retail focused, balance-sheet light growth business model.

Strong Capital Position

In FY 2020-21, the Company successfully raised USD 515 Million of regulatory equity/ quasi equity capital through a Qualified Institutional Placement, sale of partial investment in OakNorth Holdings Limited and issuance of Foreign Currency Convertible Bonds.

The Companys Total Capital Adequacy [Standalone IBH] stood at 22.84% with a Tier 1 of 16.27% against regulatory requirement of 14% and 10%respectively.

The Companys Net Gearing of 3.4x at a consolidated level as on March 31, 2021 is one of the lowest amongst its peers.

Liquidity & ALM Management

Despite the challenging macroeconomic conditions, the Company raised monies of over 34,000 Crores by way of issuing debt securities, down and raising equity capital.

In line with the Companys liquidity framework, the Company had cash and investments of 11,219 Crores as on March 31, 2021, which is 17.0% of its loan book. The Company had no reliance on commercial papers. The Companys long-term nature of borrowings and ample liquidity have ensured a well- matched ALM.

Stable Asset Quality

Moratorium on loan repayments announced as part of COVID-19 relief package sparked fears of deterioration in asset quality of lending companies. However, as restrictions eased, collectionefficiency towards pre-COVID levels.

At a consolidated level, the Company has built up total provisions of 2,458 Crores on balance sheet which is almost fix times of the regulatory requirement and equivalent to a healthy 3.7% of the loan book.

At a consolidated level, gross non-performing loans as on March 31, 2021 amounted to 2,147 Crores, equivalent to 2.66% of total loan assets managed.

At a consolidated level, net non-performing loans as on March 31, 2021 amounted to 1,287 Crores, equivalent to 1.59% of total loan assets managed.

Outstanding retail book is now well-seasoned with average vintage of the book close to 4 years. With LTVs having decreased to under 40% i.e. with an asset cover of in excess of 2.5x times, the portfolio is very considerable customer equity locked-in, vastly improving the asset quality resilience.

Bank Borrowings

As on March 31, 2021, the Companys outstanding bank loans stood at 26,644 Crores vis-a-vis 33,570 Crores as on March 31, 2020.

Debentures and Securities

Debentures and securitiesform 51% of the Companys borrowings as at the end of the fiscal year. There were no commercial papers outstanding as at the year end. As on March 31, 2021, the Companys consolidated outstanding borrowings, from debentures and securities, stood at 34,897 Crores vis-a-as on March 31, 2020. The Companys secured NCDs have been listed on the Wholesale Debt Market segment of NSE/BSE and have been assigned ‘AA rating from CRISIL, ICRA and CARE; and ‘AA+ by Brickwork Ratings.

As on March 31, 2021, the Companys outstanding subordinated debt and perpetual debt stood at 4,578 Crores and 100 Crores respectively. The debt is subordinate to present and future senior indebtedness of the Company and has been assigned the AA rating by CRISIL, ICRA, CARE and AA+ by Brickwork Ratings.Based on the balance term to maturity, as on March 31, 2021, 3,797 Crores of the book value of subordinated and perpetual debt is considered as Tier II, under the guidelines issued by the Reserve Bank of India (RBI) and National Housing Bank (NHB), for the purpose of capital adequacy computation. There are no NCDs which have not been claimed by the investors or not paid by the Company after the date on which the NCD became due for redemption.

Regulatory Guidelines / Amendments

In August 2019, the RBI took over the powers to regulate HFCs bank lines, portfolio sell from the NHB. However, the NHB continues to carry out the function of supervision of HFCs.

In October 2020, the RBI issued changes in the regulatory framework for HFCs in supersession of the corresponding regulations by the NHB. The new framework introduced certain regulatory changes for HFCs such as the principal business criteria for housing finance, definition of finance, requirement of minimum percentage of total assets required towards housing finance and housing finance fund requirements, guidelines on liquidity risk management framework and liquidity coverage ratio, amongst others.

In November 2020, the RBI issued guidelines around co-lending of the company improved by Banks and NBFCs (including HFCs) to priority sector in order to improve the flow of credit to the unserved and underserved sector of the economy and make available funds to the ultimate beneficiary at an affordable cost, considering the lower cost of funds from banks and greater reach of the NBFCs/ HFCs. On February 17, 2021, the RBI issued Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (RBI HFC Directions). These directions came into force with immediate effect.

In January 2021, the RBI issued a discussion paper to introduce a revised scale-based regulatory framework for NBFCs. The final guidelines for the same have not been released yet.

The Company is in compliance with the applicable provisions and requirements of the RBI/HFC Directions and other directions/ guidelines issued by RBI/NHB as applicable.

Risk Management Framework

With the challenging macroeconomic conditions and uncertainties, there are heightened risks faced by the Company which can be inherent or market-related risks. There has been a continuous focus on identifying, measuring and mitigating risks by the Company. As a housing finance company, the Company is exposed to various risks like credit risk, market risk (interest rate and currency risk), liquidity risk and operational risk (technology, employee, transaction and reputation risk). A key risk in the competitive home loans, and mortgage-backed funding in general, is losing customers that transfer out their loans for small gains in interest rates, this represents significant loss of opportunity to the Company given the long-term nature of mortgage loans. To identify and mitigate all these risks, the Company has an effective Risk Management Control Framework that has been developed encompassing all the above areas.

The Company has a Risk Management Committee (RMC) in place that comprises of its directors and members of its senior management team, who have rich industry experience across domains. The RMC met multiple an active watch on the emergent risks the Company was exposed to. The Companys Chief Risk Officer(CRO) oversees the process of identification, measurement and mitigation of risks. The reports directly to the Board and meets them multiple and at least once in a quarter, to discuss the risks faced by the Company and policies to mitigate them.

The Companys Credit Committee supports the RMC by identifying and mitigating credit risks to the Company by formulating policies on limits on large credit exposures, asset concentrations, standards for loan collateral, loan review mechanism, pricing of loans etc. The credit committee is also responsible to frame approach and policies for customer retention, especially those customers that seek to transfer their loans out during interest rate cycles when the Companys interest rates may be misaligned higher than the best rates available from other lenders.

The Company has a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risks that arise from time has a system for evaluating Grievance Redressal Mechanism and undertaking complete Root Cause Analysis (RCA) to ensure recurring grievances are avoided in future leading to improved customer service standards. Continuous evaluation of existing controls requisite improvement/ strengthening based on the assessment is carried out to contain these risks. The Company encourages sound risk management culture within the organization.

On June 11, 2021, the RBI extended the provisions of the risk-based internal audit (RBIA) framework to HFCs, which are required to implement the framework by June 30, 2022. The RBIA framework is an audit methodology that links an organisations overall risk management framework and provides an assurance to the Board of Directors and the senior management on the quality and effectiveness of the organisations internal controls, management and governance-related systems and processes. The Company is in the process of implementing the RBIA framework within the organisation and this will further strengthen its overall risk management framework.

Codes and Standards

The Company adheres to the Fair Practices Code (FPC) recommended by the regulator, the National Housing Bank (NHB) as well as the RBI, to promote good and fair practices by setting minimum standards in dealing with customers. The NHB has also issued comprehensive Know Your Customer (KYC) Guidelines and Anti Money Laundering Standards in the context of recommendations made by the Financial Action Task Force on Anti Money Laundering Standards.

Cross Selling and Distribution of Financial Products and Services

One of the Companys key areas of focus is generating fee-income by cross-selling and upselling various products to its customers. Leveraging on digital analytics and social media integration through its eHome Loans technology platform, the Company continues to stay engaged with its customers helping it better anticipate their needs, thus opening up cross-selling and resultant fee generation opportunities. The Company acts as an agent for multiple insurance companies and cross-sells life insurance and general insurance products to its customers, earning a commission on the premiums paid by the customers. The Companys insurance attachment rate is over 80%. The Company has also been successfully selling 2 3 different policies to its customers through its upselling efforts. Fee income represents a very important source of income for times during the year and kept the Company and it continues to look at different avenues of generating and increasing its fee income.

Training and Human Resource Management

At IBH, we believe that our employees are our most valuable times, assets and we endeavour to help them realise their full potential. In 2019, IBH was ranked 20th among Indias Best Companies to Work For 2019 by a study conducted by Economic Times & Great Place to Work Institute.

The Company has a dedicated vertical to ensure that employees are trained in functional and behavioural skills to ensure high standards of service to internal and external stakeholders. Training is based on the identified needs, competency or job specific knowledge gaps, skills and by the employee, department and branch heads and the human resources department. The Company strives to provide steady career growth to all its employees. Up-skilling and continuous training of employees is a key focus area for the human resources team as the Company believes in grooming talent internally to to time. The Company also take on larger responsibilities. Intermittent lockdowns and restrictions on movement during the year required the employees to operate from their home for a major part of the year. This remote working culture required the use of technology to impart training to ensure that all round development of the employees continued unhindered. During the year, the employee training vertical of the human resources department conducted 695 online training sessions for 2,746 employees achieving 36,501 man hours of training. The trainings covered various aspects such as customer relationship management, credit risk analysis, operational efficiency, fraud prevention amongst others.

DIVIDEND

The Board of Directors of the Company, in its meeting held on May 19, 2021 has declared interim dividend of 9/- per equity share having face value 2/- each for the FY 2020-21 and total outflow amounting to 416.11 Crores.

During the year, the unclaimed dividend of 0.71 crore pertaining to the Financial Year 2012-13 and 2013-14, got transferred to Investor Education and Protection Fund after giving due notice the members.

Further, the Company has transferred 1,023 equity shares pertaining to the Financial Year 2012-13 and 2013-14 in respect of which dividend has not been received or claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.

Those members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or KFin Technologies Private Limited. Further, in compliance with the requirements, in terms of the notifications issued by the Ministry of Corporate Affairs (MCA). The Company has till date transferred 19,028 equity shares in respect of which dividend has not been received or claimed for seven consecutive years from the Financial Year 2008-09 onwards to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.

Further pursuant to the requirements of SEBI Circular no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8, 2016, the Dividend Distribution Policy of the Company is available on the website of the Company i.e. https://www.indiabullshomeloans. com/uploads/downloads/ihfl-dividend-distribution-poli cy-0436865001502456462-0046016001552484803.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Effective From August 12, 2020, Mr. Sameer Gehlaut (DIN: 00060783) has relinquished the of the Company and has been re-designated as its Non- unanimously appointed Mr. Subhash Sheoratan Mundra (DIN: 00979731), former Deputy Governor of Reserve Bank of India and an Independent Director on the Board of the Company, as its Non-Executive Chairman.

Mr. Mundra is a seasoned and accomplished banker with a distinguished career spanning over four decades, during which commercial banks at has helda wide range of responsibilities senior leadership roles, culminating in his appointment in July 2014 as the Deputy Governor of the Reserve Bank of India [RBI], Indias central bank and the banking regulator. At the RBI, Mr. Mundra was responsible for banking supervision, currency management, financial stability, rural credit and customer service. After serving for three years as the Deputy Governor of the RBI, Mr. Mundra retired in July 2017. Mr. Mundra with his expertise and extensive experience in banking, supervision, management and administrative matters will provide able leadership to the Board and the Company as it emerges from the economic disruption caused by COVID-19 pandemic and sets itself back on the growth path.

To ensure continuity of guidance from Mr. Subhash Sheoratan Mundra (DIN: 00979731) (former Deputy Governor of Reserve Bank of India) the existing Independent, Non-Executive Chairman of the Company, the Board has recommended his re-appointment as Independent Director of the Company for another term of five years from August 18, 2021 up to August 17, 2026. Keeping in view, the vast experience and knowledge of Mr. Mundra, the Board is of the view that his re appointment as Independent Director, on the Board, will be in the interest of the Company.

During the current financial year, Mr. Dinabandhu Mohapatra (DIN: 07488705), former MD & CEO, Bank of India and former Executive Director of Canara Bank, has been appointed as Non- to Executive Independent Director (Additional Company, for a period of three years w.e.f. November 23, 2020. Mr. Mohapatra, is a former MD & CEO of Bank of India and is a seasoned and committed banker, with a distinguished career spanning over three decades, during which he held various high level positions, including Executive Director of Canara Bank and Chief Executive Officer of Hong of Bank of India. Mr. Mohapatra has vast knowledge and multidimensional banking experience including in Treasury Operations, InternationalBanking, Priority Sector Lending, Corporate Lending, Marketing, Recovery and Human Resources.

Mr. Dinabandhu Mohapatra, presently being Additional Director, holds office up to the date of ensuing Annual General Meeting. The Board recommends his appointment as Non-Executive Independent Director, for a period of three years w.e.f. November 23, 2020, not liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

During the financial year 2020-21, the members of the Company in their Fifteenth Annual General Meeting ("AGM") held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) on September 7, 2020 had approved the appointment of Mr. Achuthan Siddharth (DIN: 00016278), former Partner, Haskins & Sells and a Fellow member of The Accountants of India and Associate member of The Company Secretaries of India, as Non-Executive Director of the Company, for a period of three years from July 3, 2020 upto July 2, 2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("Act") and in terms of the Memorandum and Articles of Association (MOA) of the Company, Mr. Gagan Banga (DIN: 00010894), a Whole Time Director & Key Managerial Personnel, designated as Vice-Chairman, Managing Director & CEO of the Company, liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

The existing tenure of Mr. Sachin Chaudhary (DIN: 02016992) designated as Executive Director of the Company, shall come to an end on October 20, 2021. Mr. Chaudhary is a founding member of home loans and retail mortgage lending businesses of the Company and heads the retail lending business in his executive capacity as the Companys Chief Operating Officer. The Companys retail franchise, which is the cornerstone of Companys business plan, has been nurtured and grown by Mr. Sachin Chaudhary. Keeping in view, his vast experience, knowledge and managerial skills, the Nomination & Remuneration Committee has recommended to the Board, the re-appointment of Mr. Sachin Chaudhary, Whole-Time Directors and Key Managerial Personnel, as such, for a further period of five years w.e.f. October 21, 2021.

All the present Independent Directors of the Company have given declaration that they meet the criteria of Independence laid down under Section 149(6) of the Act and under Regulation 16(a)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (SEBI LODR). The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, terms of appointment and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Notice convening the Sixteenth Annual General Meeting of the Company.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2021 was 924,697,804/- comprising of 462,348,902 equity shares of 2/- each. Subsequently on June 18, 2021, the Company had allotted 78,850 equity shares of face value 2/- each, upon conversion of FCCB, for a principal value of USD 250,000. As a result the paid-up equity share capital of the Company stands increased to 924,855,504 comprises of 462,427,752 equity shares of 2/- each.

ESOP SCHEME

Presently, stock optionsgranted to the employees operate under different the schemes namely; "IBHFL- IBFSL Employees Stock Option Plan 2006", "IBHFL-IBFSL Employees Stock Option Plan II 2006", "IBHFL-IBFSL Employees Stock Option 2008" and "Indiabulls Housing Finance Limited Employees Stock Option ely collectiv Scheme-2013" (hereinafter individually and/or referred to as the "Scheme(s)").

Under "Indiabulls Housing Finance Limited Employees Stock OptionScheme-2013", during the year under review, an aggregate of 12,500,000 Stock Options representingan equal number of equity shares of face value of 2/- each in the Company at an certainexercise price of 200/- per option eligible employees. The exercise price was at a premium of approx.

28% on the latest available closing price of the equity share on the National Stock Exchange of India Limited, prior to the date of the meeting of the erstwhile Compensation Committee [which got subsumed with Nomination and Remuneration Committee, during the current financial year] at which these options granted. These options were granted out of pool of options lapsed, on account of non-exercise of options, earlier granted to the employees. The options vested under each of the slabs, can be exercised within a period of five years from the relevant vesting date. None of the options granted as aforesaid have vested during the year and consequently, no options have been exercised.

SAR SCHEME

Presently, stock appreciationrights granted to the employees operate under the scheme namely; "Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme-2019" (hereinafter individually and/or collectively referred to as the "Scheme"). In line with the SBEB Regulations, the registered employees welfare trust titled "Pragati Employee Welfare Trust (formerly Indiabulls Housing Finance Limited- Employees Welfare Trust)" (the "Trust") to Scheme and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the Scheme, as may be permissible under the SBEB Regulations. Since shares granted under the Scheme, on account of exercise of options, will be out of those purchased by the Trust from the secondary market, there will be no dilution in shareholding.

During the year under review, 17,000,000 shares held by the Trust have been appropriated for the implementation and management of Companys employees benefit scheme viz. the "Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme 2019", towards grant of Share Appreciations Rights (SARs) to the employees of the Company and its subsidiaries as permitted pursuant to and in compliance with applicable SEBI (Share Based Employee Benefits) Regulations, 2014 There has been no material variation in the terms of the options granted under any of these schemes and all the schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits) Regulation,2014 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, in respect of all existing ESOP Schemes of the Company have been placed on the website of the Company https://www.indiabullshomeloans.com/ uploads/downloads/ihfl_disclosurefiregulation based_employee_benefits-fy_21-0628503001625301500.pdf

FUND RAISED DURING THE YEAR

(a) Qualified Institutions Placement Issue

During the year, the Company has allotted 34,774,811 Equity Shares of face value of 2/- each by way of a Qualified Institutions Placement share (including a premium of 194.37 per equity share) aggregating up to 682.87 Crore to the eligible investors , on September 15, 2020.

Convertible Issue (b) ForeignCurrency

During the year, the Company has issued 4.50% Secured Foreign Currency Convertible Bonds due 2026 (‘FCCBs) of USD 150 Million at par, convertible into fully paid-up equity shares of face value of 2/- each of the Company at an initial conversion price of 242/- per equity share, on or after April 14, 2021 and up to the close of business hours on February 20, 2026, at the option of the FCCB holders. FCCBs, which are not converted to equity shares during such specified period, will be redeemable on March 4, 2026.

Consequent upon declaration of Interim Dividend of 9/- per Equity Share, by the Company, for the Financial Year 2020-21, the adjusted new conversion price of these FCCBs, in accordance with the terms of their issue, is 230.14 per Equity Share.

DIVESTMENT OF STAKE IN OAKNORTH HOLDINGS LTD

During the FY 2020-21, the Company has sold 91% of its stake it held in OakNorth Holdings Ltd. (the wholly owning parent company has setupa of OakNorth Bank plc); as at March 31, 2021, the Company holds 1.45% in OakNorth Holding Ltd. The sale proceeds, amounting to 1,987 Crores, enhanced the regulatory net worth and the capital adequacy of the Company.

NON-CONVERTIBLE DEBENTURES (NCDs)

(a) Issuance of Secured and Unsecured NCDs, by way of Private Placement basis During the FY 2020-21, the Company has successfully raised, by way of private placement, 2,780 Crores of Secured NCDs having a face value of 1,000,000 each. The said NCDs are listed on WDM segment of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

(b) De tails of NCDs which have not been claimed by the There are no NCDs which have not been claimed by the Investors or not paid by the Company after the date on which these NCDs became due for redemption.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN INE148I01020) of the Company continue remain listed at BSE Limited ("BSE") and NationalStock Exchange of India Limited ("NSE"). The listing fees payable to both the exchanges for the financial year 2021-22 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange ("LSE"). The Secured Synthetic Notes are listed on Singapore Exchange Securities Trading Limited ("SGX"). The NCDs issued under public issue and on Private Placement basis are listed on Debt/WDM segment of NSE and BSE.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS, 2015

The information required to be disclosed pursuant toSection134 andSection197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and SEBI LODR, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

AUDITORS

(A) St atutory Auditors

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI

Registration No.: 301003E/E300005) (an Indian Firm of Ernst & Young), were appointed as the Statutory Auditors of the Company at the Twelfth Annual General Meeting of the Company held on 8th September, 2017, for a period of five years i.e. until the conclusion of the Seventeenth Annual General Meeting of the Company.

The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the companies Act, 2013.

As per the guidelines issued by RBI on April 27, 2021 for the appointment of statutory auditors, NBFC-HFCs with an asset size of 15,000 crore and above are required to have a minimum of two audit firms. The guidelines have to be adopted from the second half of FY22 onwards. The guidelines also require rotation of audit firm after period of 3 years. Since S.R. Batliboi & Co. LLP, Chartered Accountants has completed the specifiedtime period as the statutory auditors, the Company would have to appoint two new audit firms for conducting the audit for FY22. The Company is in the process of identifying suitable audit firms and the requisite approval of the members will be sought at a future date.

Investors

(B) Secr etarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has appointed M/s Neelam Gupta & Associates, a firm of Company Secretaries in practice, as its Secretarial to conduct the secretarial audit of the Company, for the financial year 2020-21. The Company has provided assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for the conduct of their audit. The Report of Secretarial Auditors for the FY 2020-21, is annexed as "Annexure 1", forming part of this Report. The Secretarial Audit Report does not contain any reservation or adverse remark. to The Secretarial Compliance Report as prescribed by SEBI is annexed as "Annexure 2", forming part of this Report.

The Secretarial Audit Report of material subsidiary company Indiabulls Commercial Credit Limited is annexed as "Annexure 3".

(C) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Health, Sanitation, Education, Rural Development, Eradication of Hunger and Malnutrion, Renewable Energy, Sports and Disaster Management as per its CSR Policy (available on your Companys website https://www.indiabullshomeloans.com/csr-policy and the details are contained in the Annual Report on CSR Activities given in "Annexure 4", forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI LODR, Managements Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR, Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation34 of the SEBI LODR, Business Responsibility Report (BRR) is presented in a separate section Annual Report. a

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) tha t in the preparation of the annual financial the year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2021 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other

d) that the annual financial statements have been prepared on a going concern basis;

e) forthat proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For Indiabulls Housing Finance Limited

Sd/- Sd/-
Gagan Banga Ajit Kumar Mittal
Vice-Chairman,Managing Director & CEO Executive Director
(DIN: 00010894) (DIN: 02698115)

Place: Mumbai

Date: June 29, 2021