Indiabulls Housing Finance Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the Seventeenth Annual Report of the Company along with the audited statement of accounts for the financial year ended March 31, 2022.

The first half of the financial year ended March 31, 2022 continued to be marred by the catastrophic economic and social effects of the COVID-19 pandemic, with the second wave, fueled by the deadly variant Delta, wreaking havoc in India and the world over. Fortunately, quick vaccine approvals and expedited implementation of vaccination programmes helped contain the casualties and curtail the effect of the third wave of the pandemic in the second half of the year.

Favourable government and central bank policies helped the world economy bounce back from the lows of the second wave of pandemic. However, the global economic recovery started losing momentum in the second half of 2021, in the face of considerable uncertainty on account of the war in Europe leading to supply chain disruptions and bottlenecks, front-loaded monetary policy normalisation by central banks across advanced economies and emerging market economies in response to persistently high inflation and multiple waves of the COVID-19 pandemic.

Notwithstanding the challenges from inflationary pressures, external spillovers and geopolitical risks, the Indian economy remained on the path of recovery during the year.

For Indiabulls Housing, FY 2021-22 was a year of transition and growth.

The Company smoothly transitioned to its retail asset-light business model - establishing its intended co-lending partnerships and scaling up disbursals from the second half of the year. The Company also continued with its endeavor of maintaining a fortress balance sheet supported by strong capital position, healthy liquidity on balance sheet, adequate provisioning buffer and ensuring a well-matched ALM.

Financial Highlights (Standalone)

The financial highlights of the Company, for the financial year ended March 31, 2022, are as under:

Particulars Year ended March 31,2022 Year ended March 31,2021
(R in Crore)
Profit before Depreciation, amortization and impairment expense 1,030.30 1,482.99
Less: Depreciation, amortization and impairment expense 74.40 90.82
Profit Before Tax 955.90 1,392.17
Less: Total Tax expense 259.79 333.71
Profit for the Year 696.11 1,058.46
Add: Brought forward balance# -25.20 369.14
Amount available for appropriation 670.91 1,427.60
Appropriations:
Interim Dividend paid on Equity Shares (R Nil Per Share (Previous Year R 9.00/- Per Share)) - 416.11
Transferred to Reserve I (Special Reserve U/s 29C of the National Housing Bank Act, 1987) 139.22 211.69
Transferred to Additional Reserve (U/s 29C of the National Housing Bank Act, 1987) 525.00 825.00
Balance of Profit Carried Forward* 6.69 -25.20

#*without adjusting Other Comprehensive Income (OCI) on Remeasurement gain on defined benefit plan (net of tax) to retained earnings

KEY FINANCIAL HIGHLIGHTS: FY21-22 (Consolidated)

Particulars FY 21-22 (IndAS) FY 20-21 (IndAS)
Total Revenues (^ Crores) 8,993.9 10,030.1
NII (Total Income - Finance Cost) (^ Crores) 2,752.3 3,090.7
PAT (^ Crores) 1,177.7 1,201.6
EPS (^) 26.42 27.72
CRAR% (Standalone) 22.49 22.84

FINANCIAL AND OPERATIONAL HIGHLIGHTS (CONSOLIDATED)

Business Update

• The Company closed FY 2021-22 with a balance sheet size of ^ 81,973 Crores and total loan assets of ^ 72,211 Crores.

• Loan book of the Company stood at R 59,333 Crores at the end of FY 2021-22.

• The Profit after Tax (PAT) of the Company registered quarter-on-quarter growth for all four quarters of the fiscal year. For complete FY 2021-22, PAT for the Company stood at ^ 1,178 Crores.

• The Company has fully operational and maturing colending partnerships with Central Bank of India, Yes Bank, Indian Bank and Punjab & Sind Bank for home loans and with RBL Bank, Central Bank of India, Canara Bank and Punjab & Sind Bank for secured MSME loans.

Strong Capital Position

• The Companys Total Capital Adequacy [Standalone IBH] stood at 22.49% with a Tier 1 of 16.59% against regulatory requirement of 15% and 10% respectively.

• The Companys Net Gearing of 2.6x as at March 31, 2022 is one of the lowest amongst its peers.

Healthy Liquidity

• Company raised liquidity of R 24,497 Crores during the year, from various domestic and foreign banks and financial institutions as well as retail investors through NCD issues.

• The Companys Liquidity Coverage Ratio (LCR) stood comfortably at 219% as at March 31, 2022, against a regulatory requirement of 50%

ALM Management

• During the year, the Company continued to deploy its excess liquidity to ensure that its ALM is optimally matched. The Company successfully repaid its bond repayments of R 6,576 Cr falling due in September 2021, through proactive

management of ALM, whereby, it had repurchased R 4,340 Cr of its maturing bonds by May 2021 itself, thus utilizing its excess liquidity to minimize the lumpsum payment requirement.

• The Company also voluntarily created a reserve fund for repayment of its USD 350 Mn of Dollar bonds falling due in May 2022, wherein, the Company periodically transferred the total maturity proceeds of these bonds, in four tranches of 25% each, to a debt repayment trust, managed by IDBI Trustee, which was ultimately utilized towards scheduled redemption of these bonds.

• The Company will continue to undertake such proactive management of ALM by utilizing its strong capital position and comfortable levels of liquidity to provide comfort and confidence to its bond holders and further strengthen the Companys credentials.

Stable Asset Quality

• At a consolidated level, the Company had a provisioning buffer of R 1,645 Crores on balance sheet, over 2x times of the regulatory requirement and equivalent to a healthy 2.8% of its loan book.

• At a consolidated level, gross non-performing loans as of March 31, 2022 amounted to ^ 2,318 Crores, equivalent to 3.21% of loan assets.

• At a consolidated level, net non-performing loans as at March 31, 2022 amounted to ^ 1,364 Crores, equivalent to 1.89% of loan assets.

State of Companys Affairs

During the year under review, there were no changes in the nature of business of the Company.

Borrowings from Banks & Financial Institutions other than

Debentures, Securities and ECBs

As on March 31, 2022, the Companys outstanding borrowings other than debentures, securities and ECBs stood at R 22,124

Crores vis-a-vis ^ 26,644 Crores as on March 31, 2021.

Debentures and Securities

Debentures and securities formed 46% of the Companys borrowings as at the end of the fiscal year. There were no commercial papers outstanding as at the year end. As at March 31, 2022, the Companys consolidated outstanding borrowings, from debentures and securities stood at R 28,291 Crores visa-vis 34,897 Crores as at March 31, 2021. 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. CRISIL, ICRA, Brickwork and Moodys has revised the credit rating outlook from negative to stable which will enable the Company to raise funds at a lower cost.

As at March 31, 2022, the Companys outstanding subordinated debt and perpetual debt stood at R 4,526 Crores and R 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 at March 31, 2022, R 3,483 Crores of the book value of subordinated and perpetual debt is considered as Tier II, under the guidelines issues 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

The Company has implemented / complied with the following new directions / notifications / circulars issued by the RBI:

• Guidelines on the appointment of Statutory Auditors (April 27, 2021).

• Amendment in Master Directions on KYC (May 10, 2021).

• Risk Based Internal Audit (June 11, 2021).

• Master Direction on (Transfer of Loan Exposure) Direction 2021 (September 24, 2021).

• Master Direction on (Securitization of Standard Assets) Direction 2021 (September 24, 2021).

Further, in line with Master Direction - Non - Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (RBI HFC Directions), the Company adopted the guidelines on maintenance of Liquidity Coverage Ratio with effect from December 1, 2021.

RBI has also issued, Scale Based Regulatory Framework for NBFCs dated October 22, 2021, which are applicable from October 01, 2022. This is an integrated framework with respect to capital requirements, governance standards and prudential regulations.

On November 12, 2021, RBI issued a notification on Prudential Norms on Income Recognition, Asset Classification and Provisioning (IRACP) pertaining to Advances, with the objective of harmonising regulatory guidelines for all lending institutions. RBI stipulated that borrower accounts be flagged as overdue as part of their day-end process for the due date. RBI also stipulated that NPA accounts can only be upgraded to standard provided all outstanding dues have been fully repaid. In February 2022, RBI provided time till September 30, 2022 for NBFCs to comply with the upgradation criteria.

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 times during the year and kept 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 CRO reports directly to the Board and meets them multiple times, 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 to time. The Company also 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 and 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 were 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, risk management and governance-related systems and processes. The RBIA framework will further strengthen the Companys overall risk management framework.

Codes and Standards

The Company adheres to the Fair Practices Code (FPC) recommended by the regulator, the Reserve Bank of India (RBI) as well as the National Housing Bank (NHB), to promote good and fair practices by setting minimum standards in dealing with customers. The RBI 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 the Company and it continues to look at different avenues of generating and increasing its fee income.

Learning & Development

At IBHFL, In order to ensure that our employees are equipped with the right kind of skills, knowledge and abilities to perform their assigned tasks, learning and development plays crucial role towards the growth and success of our business.

By opting and incorporating different types of training workshops and utilizing the most apt methodology to conduct, we ensure that employees possess and improve upon the skills required to excel at their work.

The organization is equipped with a dedicated highly professional set of team players c/a Learning & Development team as a sub set of Human Resource department, to ensure that employees are trained in functional and behavioral skills.

Training is based on the identified needs, competency or job specific knowledge gaps, skills and attitudes as identified jointly by the employee, department and branch heads and the human resources department.

The organization strives to provide steady career growth to all its employees.

Intermittent lockdowns and restrictions on movement during the second wave of COVID-19 pandemic required the employees to operate from their home for a couple of months during the financial year under consideration. 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 128 online & offline training sessions for 4,330 employees achieving 6,686 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 R 9/- per equity share having face value R 2/- each for the FY 2020-21 and total outflow amounting to R 416.11 Crores. The Company had not declared any dividend for the FY 2021-22.

During the year, the unclaimed dividend of R 0.65 crore pertaining to the Financial Year 2013-14 and 2014-15, got transferred to Investor Education and Protection Fund after giving due notice to the members.

Further, the Company has transferred 3,100 equity shares pertaining to the Financial Year 2013-14 and 2014-15 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 Limited. Further, in compliance with the requirements, in terms of the notification issued by the Ministry of Corporate Affairs (MCA), the Company has till date transferred 22,128 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

During the year under review, effective from March 14, 2022, Mr. Sameer Gehlaut has relinquished the office of Non - Executive Non - Independent Director of the Company. Also Mr. Shamsher Singh Ahlawat (DIN: 00017480) and Mr. Prem Prakash Mirdha (DIN: 01352748), Independent Directors ceased to be the Directors of the Company as their second term of five years came to an end on September 28, 2021.

Further, during the financial year 2021-22, the Members of the Company in their Sixteenth Annual General Meeting ("AGM") held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) on July 29, 2021 had approved:

a) the appointment of Mr. Dinabandhu Mohapatra (DIN: 07488705) former MD & CEO, Bank of India and former Executive Director of Canara Bank, as Non - Executive Independent Director of the Company, for a period of three years from November 23, 2020 upto November 22, 2023.

b) re-appointment Mr. Subhash Sheoratan Mundra (DIN: 00979731), formerly the Deputy Governor of Reserve Bank of India, presently holding the office of Non - Executive Chairman of the Company, as an Independent Director for another term of five years with effect from August 18, 2021 up to August 17, 2026.

c) re - appointment of Mr. Sachin Chaudhary (DIN: 02016992), as a Whole - Time Director and Key Managerial Personnel designated as Executive Director & Chief Operating Officer of the Company, for a further period of five years w.e.f. October 21, 2021.

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. Sachin Chaudhary (DIN: 02016992), Whole - Time Director of the

Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Further during the current Financial Year 2022-23, effective from April 26, 2022, Mr. B. C. Patnaik (DIN: 08384583), Managing Director, Life Insurance Corporation of India (LIC), has been appointed as LIC Nominee Director of the Company and Mr Ajit Kumar Mittal relinquished the office of Executive Director of the Company and re - designated as Non - Executive Non Independent Director.

In terms of the applicable legal provisions, the existing tenures of five years of Mr. Gagan Banga (DIN: 00010894), as a WholeTime Director & Key Managerial Personnel and designated as Vice - Chairman, Managing Director & CEO of the Company and Mr. Mr. Ashwini Omprakash Kumar (DIN: 03341114) as a WholeTime Director & Key Managerial Personnel and designated as Deputy Managing Director of the Company is coming to an end on March 18, 2023. The Company has grown significantly under the leadership and guidance of Mr. Gagan Banga and Mr. Ashwini Omprakash Kumar. Keeping in view their vast experience, knowledge and managerial skills, the Nomination & Remuneration Committee and the Board of Directors of the Company has recommended their re-appointment as such, for a further period of five years w.e.f. March 19, 2023.

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 (1)(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 Seventeenth Annual General Meeting of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2021 was ^ 937,143,008/- comprising of 462,571,504 equity shares of R 2/- each. During the year, the Company has made the following allotments:

i) On June 18, 2021 - the Company allotted 78,850 Equity Shares on account of Foreign Currency Convertible Bonds ("FCCBs") Conversion, for a principal value of USD 250,000.

ii) On December 20, 2021 - the Company allotted 3,103,976 Equity Shares on account of FCCBs Conversion, for a principal value of USD 10,250,000.

iii) On December 31, 2021 - the Company allotted 14,650 Equity Shares on account of ESOP exercise under the IHFL - IBFSL Employees Stock Option - 2008

iv) On March 17, 2022 - the Company allotted 3,025,126 Equity Shares on account of FCCBs Conversion, for a principal value of USD 10,000,000.

After considering the above allotments during the year, the paid up Equity Share Capital of the Company as on March 31, 2022 was R 937,143,008 comprising of 468,571,504 Equity Shares of R 2/- each.

Subsequently, during the current financial year on April 18, 2022, the Company had allotted 30,25,126 equity shares of face value R 2/- each, upon conversion of FCCB, for a principal value of USD 10,000,000. As a result the paid-up equity share capital of the Company increased to R 943,193,260 comprises of 471,596,630 equity shares of R 2/- each. Further, Company has not issued any Equity Shares with Differential rights.

PROMOTER RE - CLASSIFICATION

Mr. Sameer Gehlaut (Founder Promoter) along with Innus Infrastructure Private Limited and Sameer Gehlaut IBH Trust (Promoter Group Members) collectively referred as outgoing Promoters vide letter dated March 14, 2022 requested for their reclassification from Promoters and Promoter Group category to Public Category in terms of Regulation 31A of SEBI LODR.

The Boad of Directors and Shareholders of the Company had approved the said request in their respective meetings held on March 15, 2022 and April 18, 2022. The Company had filed applications to BSE Limited and National Stock Exchange of India Limited for reclassification of the Outgoing Promoters as Public under Regulation 31A of SEBI LODR, which are pending for approval.

ESOP / SAR SCHEMES / SWEAT EQUITY

Presently, the stock options / stock appreciation rights granted to the Employees operate under different schemes, namely, IBHFL-IBFSL Employees Stock Option Scheme - 2008, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2019 and Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2021 (hereinafter individually and/or collectively referred to as the "Scheme(s)"). During the year, there has been no variation in the terms of the options granted under any of the schemes and all the schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The Company has obtained a certificate from secretarial auditors on the same. During the year under review, Pragati Employee Welfare Trust (formerly Indiabulls Housing Finance Limited - Employees Welfare Trust), in terms of the shareholders approval of the Company, has purchased 6,000,000 Equity Shares of the

Company from the secondary market. Accordingly, at the end of the FY 2022, the Trust held 23,000,000 Equity Shares of the Company. No voting right has been exercised by the Trust in respect of such shares held by it. During the FY 2021-22, no Sweat Equity Shares were issued by the Company.

The disclosures on ESOPs and SARs, as required under SBEB Regulations have been placed on the website of the Company.

During the current FY, on April 26, 2022, the Board constituted Committee of the Company under Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013, granted 10,800,000 (One Crore Eight Lacs) stock options, out of the lapsed Stock Options, granted earlier, representing equal number of Equity Shares of face value of R 2/- each of the Company, to certain eligible Employees including Executive Directors of the Company and its Subsidiary Companies, at an exercise price of R 152.85 per Equity Share, being the latest available closing price of the Equity Share on the National Stock Exchange of India Limited, prior to the date of the above - mentioned meeting. The stock options so granted, shall vest within 3 years beginning from April 27, 2023, the first vesting date. The options vested under each of the slabs, can be exercised within a period of five years from the relevant vesting dates.

Further, on July 19, 2022, the Board constituted Committee of the Company under Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013, granted 15,500,000 (One Crore Fifty Five Lacs) stock options, out of the lapsed Stock Options, granted earlier, representing equal number of Equity Shares of face value of R 2/- each of the Company, to certain eligible Employees including Executive Directors of the Company and its Subsidiary Companies, at an exercise price of R 96 per Equity Share, (against R 95.70 which was the latest available closing price of the Equity Share on the National Stock Exchange of India Limited, prior to the date of the above - mentioned meeting. The stock options so granted, shall vest on July 20, 2023 or thereafter, as may be decided by the Board constituted Nomination and Remuneration Committee of the Company. The options vested under each of the slabs, can be exercised within a period of five years from the vesting date.

FUND RAISED DURING THE YEAR

(a) FOREIGN CURRENCY CONVERTIBLE BONDS ISSUE

During the year, the Company has issued 4.50% Secured Foreign Currency Convertible Bonds due 2026 (FCCBs) of USD 165 Million at par, convertible into fully paid-up equity shares of face value of R 2/- each of the Company at an initial conversion price of R 243.05/- per equity share, on or after November 08, 2021 and up to the close of business hours on the 10th day before the Maturity Date, at the option of the FCCB holders. The Maturity Date of such FCCBs is September 28, 2026. FCCBs, which are not converted to Equity Shares during such specified period, will be redeemable on September 28, 2026.

NON-CONVERTIBLE DEBENTURES (NCDs)

(a) Issuance of Secured and Unsecured NCDs, by way of Public Issue

During the FY 2021-22, the Company has successfully raised, by way of Public Issue, (a) R 792.28 Crores of Secured and Unsecured NCDs having a face value of R 1,000 each which were allotted on September 24, 2021, and (b) R 552.96 Crores of Secured NCDs having a face value of R 1,000 each which were allotted on January 6, 2022.

Further, during the current FY, the Company has successfully raised, by way of Public Issue, R 133.74 Crores of Secured NCDs having a face value of R 1,000 each, which were allotted on April 28, 2022.

These NCDs are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)

(b) Details of NCDs which have not been claimed by the Investors

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 to remain listed at BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The listing fees payable to both the exchanges for the financial year 2021-22 and 202223 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange ("LSE"). The Foreign Currency Convertible Bonds ("FCCBs") 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 to Section 134 and Section 197 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) Statutory Auditors

During the year, the RBI had issued guidelines for the appointment of Statutory Auditors and relevant FAQs (RBI guidelines). Pursuant to the said RBI guidelines, Messrs

S. R. Batliboi & Co. LLP, Chartered Accountants, being ineligible to continue as the Statutory Auditors of the Company, tendered its resignation with effect from November 14, 2021. The Board placed on record its appreciation for the professional services rendered by Messrs S. R. Batliboi & Co. LLP during their association with the Company as its Statutory Auditors.

In terms of the said RBI guidelines and on the basis of recommendation of the Audit Committee and Board of Directors, the Shareholders of the Company in their Extraordinary General Meeting held on November 15, 2021, approved the appointment of Messrs S.N. Dhawan & CO LLP, Chartered Accountants (Firm Registration No. 000050N/N500045 issued by The Institute of Chartered Accountants of India) (member firm of Mazars, an international audit, tax and advisory firm based in France) and Messrs Arora & Choudhary Associates, Chartered Accountants (Firm Registration No. 003870N issued by The Institute of Chartered Accountants of India), as Joint Statutory Auditors of the Company, for a period of 3 consecutive years, subject to them continuing to fulfil the applicable eligibility norms.

During the financial year 2021-22, the total remuneration paid by the Company (excluding Certification Fee plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company) to Messrs S.R. Batliboi & Co. LLP, Messrs S.N. Dhawan & CO LLP and Messrs Arora & Chaudhary Associates was R 1.075 crore, R 1.20 crore and R 0.60 crore, respectively.

The Report of Joint Statutory Auditors for the FY 202122, forms part of this Report. The Joint Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

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

The Joint Statutory Auditors have confirmed that they continue to satisfy the eligibility norms and independence criteria as prescribed by RBI guidelines and the Companies Act, 2013.

(b) Secretarial 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 Auditors, to conduct the secretarial audit of the Company, for the financial year 2021-22. The Company has provided all 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 202122, is annexed as "Annexure 1", forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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" forming part of this Report.

(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 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 this Annual Report.

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 AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR, Business Responsibility and Sustainability Report (BR&SR) is presented in a separate section forming part of this Annual Report.

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) that in the preparation of the annual financial statements for the year ended March 31, 2022, 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 to 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, 2022 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 irregularities;

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

(e) that 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 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 Ashwini Omprakash Kumar
Vice-Chairman,Managing Director & CEO Deputy Managing Director
(DIN: 00010894) (DIN: 03341114)
Place: Mumbai
Date: August 12, 2022