Director Report

Dear Shareholders,

Your Directors are pleased to present the Eighteenth Annual Report of Indiabulls Housing Finance Limited (hereinafter called as "the Company","IBH" or Indiabulls Housing) along with the audited statement of accounts for the financial year ended March 31, 2023.

During FY 2022-23, the global economic landscape continued to remain challenging. Economies and businesses worldwide had to negotiate the lingering effects of the COVID-19 pandemic, the conflict in Ukraine, inflationary pressures, and interest rate hikes.

India witnessed a gradual recovery from the economic disruptions caused by the COVID-19 pandemic, aided by various policy measures and reforms aimed at supporting the financial sector. The Reserve Bank of India (RBI) continued to maintain an accommodative monetary policy stance during this time, aiming to stimulate economic growth and enhance liquidity in the financial system.

For Indian NBFCs as well, FY 2022-23 was marked by a gradual recovery from the pandemic-induced disruptions. While challenges persisted in terms of asset quality and liquidity management, the government and regulators took proactive steps to support the sector and strengthen its resilience in the face of uncertainties.

Indiabulls Housing maintained strong focus on risk management, closely monitoring its loan portfolio and shoring up provisioning levels.

In the fiscal year 2022-23, Indiabulls Housing also focussed on expansion and consolidation of its asset-light business model. The Company also worked on strengthening and integrating operations, optimizing partnerships with lending institutions, standardizing procedures, and implementing measures to enhance risk management.

Financial Highlights (Standalone)

The financial highlights of the Company, for the financial year ended March 31, 2023, are as under:

[Amt. in ^ Cr]

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

KEY FINANCIAL HIGHLIGHTS: FY 22-23 (Consolidated)

Business Update

• The Company closed FY 2022-23 with a balance sheet size of ^ 74,945 Crores and total loan assets of ^ 67,020 Crores.

• Loan book of the Company stood at R 54,276 Crores at the end of FY 2022-23.

• The Profit after Tax (PAT) for FY 2022-23, stood at ^ 1,130 Crores.

• The Company has fully operational and maturing co-lending partnerships with Central Bank of India, Yes Bank, Indian Overseas Bank, Bank of Baroda, Ratnakar Bank and Punjab & Sind Bank for home loans and with Ratnakar Bank, Central Bank of India, Canara Bank, Indian Bank, Indian Overseas Bank and Punjab & Sind Bank, for secured MSME loans.

Strong Capital and Liquidity Position

• The Company's total Capital Adequacy [Standalone IBH] stood at 23.01% with a Tier 1 of 18.39% against regulatory requirement of 15% and 10% respectively.

• The Company's Net Gearing was at 2.2x as at March 31, 2023.

• The Company's Liquidity Coverage Ratio (LCR) stood comfortably at 108% as at March 31, 2023, against a regulatory requirement of 60%.

Stable Asset Quality

• At a consolidated level, the Company had a strong provisioning pool of R 1,184 Crores.

• At a consolidated level, gross non-performing loans as of March 31, 2023 amounted to ^ 1,918 Crores.

• At a consolidated level, net non-performing loans as at March 31, 2023 amounted to ^ 1,277 Crores.

State of Company's 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, 2023, the Company's outstanding borrowings other than debentures, securities and ECBs stood at R 16,818 Crores vis-a-vis ^ 22,124 Crores as on March 31, 2022.

Debentures and Securities

Debentures and securities formed 36% of the Company's borrowings as at the end of the fiscal year. There were no commercial papers outstanding as at the year end. As at March 31, 2023, the Company's consolidated outstanding borrowings, from debentures and securities stood at R 23,234 Crores visa-vis ^ 28,291 Crores as at March 31, 2022. The Company's 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+' rating from Brickwork. During FY 2022-23, the Company received a rating revision from Moody's investor Service. The agency upgraded the Company's rating outlook from 'Negative' to 'Stable' while reaffirming its Corporate Family Rating at 'B3'.

As at March 31, 2023, the Company's outstanding subordinated debt and perpetual debt stood at ^ 4,297 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 and CARE and AA+ by Brickwork Ratings, and Perpetual debt has been assigned 'AA-' rating by CARE and 'AA' from Brickwork. Based on the balance term to maturity, as at March 31, 2023, ^ 2,206 Crores of the book value of subordinated and perpetual debt is considered as Tier II, under the guidelines issue's 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:

• Scale Based Regulations: Classification in Upper Layer

The Reserve Bank of India, circular DOR.CRE.REC. No.60/03.10.001/2021-22 dated October 22, 2021 on

"Scale Based Regulation" issued a revised regulatory framework for NBFC's which is applicable to the Company being a NBFC category falling under upper layer. The companies classified under NBFC-UL are required to implement a comprehensive scale based regulatory framework covering internal capital adequacy assessment process (ICAAP), complying with large exposure norms, setting limits for sensitive sector exposure, enhanced disclosure in annual report, core financial services etc.

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 non-bank mortgage lender, 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 Company's 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 Company's 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 Company's 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 that the 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 organisation's internal controls, risk management and governance-related systems and processes. The RBIA framework will further strengthen the Company's 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 Company's 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 Company's 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

IBH recognizes the importance of equipping its employees with the necessary skills, knowledge, and mindset to effectively carry out their assigned tasks. Learning and development initiatives are vital for the growth and success of its business.

It employs a diverse range of training workshops and employ suitable methodologies to ensure that the employees possess and enhance the skills required to excel in their work. The Company benefits from a dedicated and highly professional Learning & Development team, which operates as a subset of its Human Resources department. Their primary focus is to ensure that employees receive training in both functional and behavioral skills. The training programs it offers are designed based on identified needs, competency requirements, job- specific knowledge gaps, and desired skills and attitudes. This collaborative process involves the employee, department and branch heads, as well as the Human Resources department.

At IBH, we are committed to providing consistent career growth opportunities for all our employees. We understand the importance of supporting their professional development to foster a thriving workforce.

During the year, the employee training vertical of the human resources department conducted 34 online & offline training sessions for 5,316 employees. The trainings covered various aspects such as customer relationship management, credit risk analysis, operational efficiency, fraud prevention amongst others.

DIVIDEND

The Board has recommended a final dividend of R 1.25 per equity share translating to 62.5% on face value of R 2 each for the financial year ended March 31, 2023, subject to approval of members at the ensuing Annual General Meeting. The Company is emerging from a phase of consolidation over the last few years. As the Company gets back on the path of growth, the Board has resumed payment of dividends to shareholders. The Company is also very well capitalized with capital adequacy in excess of 23% on standalone basis and 31% on consolidated basis as at the end of March 2023. In the past, the Company has had a consistent dividend paying track record. As business has now stabilized and the Company gets back on the path of growth, subject to regulatory limits, the Company aims to resume consistent payment of dividends. It is the Company's goal to deliver good returns to shareholders both on RoE and on dividends

During the year, the unclaimed dividend of R 0.59 Crores pertaining to the Financial Year 2015-16, got transferred to Investor Education and Protection Fund after giving due notice to the members.

Further, the Company has transferred 5,145 equity shares pertaining to the Financial Year 2014-15 and 2015-16 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 28,120 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 applicable provisions of SEBI (LODR) Regulations, 2015, 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

During the year under review:

1. Mr. B. C. Patnaik (DIN: 08384583), Managing Director, Life Insurance Corporation of India (LIC), was been appointed as LIC Nominee Director of the Company.

2. Mr. Ajit Kumar Mittal (DIN: 02698115) relinquished the office of Executive Director of the Company and re - designated as Non-Executive, Non Independent Director.

3. Mr. Ashwini Omprakash Kumar (DIN: 03341114) due to his health reasons relinquished the office of Deputy Managing Director of the Company w.e.f. December 31, 2022 and continued as Non-Executive, Non-Independent Director of the Company till March 31, 2023. Mr. Kumar further relinquished the office of Non-Executive, NonIndependent Director and ceased to be the Director of the Company w.e.f. March 31, 2023.

Further, during the financial year 2022-23, the Members of the Company in their Seventeenth Annual General Meeting ("AGM") held through Video Conferencing (VC) / Other AudioVisual Means (OAVM) on September 26, 2022 had approved:

a) The re-appointment of Mr. Gagan Banga (DIN: 00010894) as a Whole-Time Director & Key Managerial Personnel and designated as Vice - Chairman, Managing Director & CEO of the Company, for a further period of five years, with effect from March 19, 2023.

b) The re-appointment of Mr. Ashwini Omprakash Kumar (DIN: 03341114) as a Whole-Time Director & Key Managerial Personnel and designated as Deputy Managing Director of the Company, for a further period of five years, with effect from March 19, 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), Whole-Time Director & Key Managerial Personnel and designated as Vice - Chairman, Managing Director & CEO, 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 2023 - 24, effective from April 29, 2023, Mr. B. C. Patnaik (DIN: 08384583), relinquished the office of LIC Nominee Director of the Company pursuant to his appointment by the Appointments Committee of the Cabinet to the post of Whole Time Member (Life), Insurance Regulatory and Development Authority of India (IRDAI).

Further, with effect from July 28, 2023, Mr. Rajiv Gupta (DIN: 08532421) has been appointed as a LIC Nominee Director on the Board of the Company.

In terms of the applicable legal provisions, the existing tenure of three years of Mr. Achuthan Siddharth (DIN: 00016278), as an Independent Director has ended on July 02, 2023 and the Board in its Meeting held on May 22, 2023 on Nomination and Remuneration Committee recommendation has reappointed Mr. Siddharth for second term of 5 years effective from July 03, 2023 upto July 02, 2028. Keeping in view his vast experience, knowledge and managerial skills, the Nomination & Remuneration Committee and the Board of Directors of the Company has recommended his re-appointment as such, for a further period of five years w.e.f. July 03, 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) Regulations). 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 Eighteenth 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, 2022 was ^ 937,143,008 comprising of 468,571,504 Equity

Shares of R 2/- each. During the year, the Company has made the following allotments:

i) On April 18, 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 allotment during the year, the paid up Equity Share Capital of the Company as on March 31, 2023 was ^ 943,193,260 comprises of 471,596,630 equity shares of R 2/- each. Further during the current financial year, the Company has not issued any Equity Shares as on the date of signing of this Annual Report. Furthermore, the 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) Regulations.

The Board 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.

On the basis of application made by the Company, BSE Limited and National Stock Exchange of India Limited vide their letters dated February 22, 2023 granted approval for the said reclassification. Accordingly, post reclassification erstwhile Promoters have been classified as Public Shareholders.

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), has not purchased any Equity Shares of the Company from the secondary market. Accordingly, at the end of the FY 2023, 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 2022-23, 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 year under review, 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 1 year beginning from April 27, 2023 or thereafter, as may be decided by 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 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.

Further, on October 13, 2022, the Board constituted Committee of the Company under Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013, granted 64,00,000 (Sixty Four 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 130 per Equity Share, against R 129.70 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 October 14, 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.

(a) Foreign Currency Convertible Bonds Issue

During the year, the Company has not issued any Foreign Currency Convertible Bonds.

However, the Company received USD 50 Million, as External Commercial Borrowings from State Bank of India, out of the sanctioned limit of USD 100 Million. Further, after the utilization of first USD 50 Million, as received, the remaining amount would be brought in for further utilisation.

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

During the FY 2022-23, the Company has successfully raised, by way of Public Issue, an aggregate amount of R 521.79 Crores via allotment of Secured NCDs having a face value of R 1,000 each, in the manner as stated below:

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

Further, during the current Financial Year, the Company on July 27, 2023, by way of public issue, has successfully raised ' 101.3259 Crores via allotment of Secured NCDs having face value of ' 1000 each.

(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 2022-23 and 2023-24 have been paid.

The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange ("LSE"). However, in view of the very low number of GDR's being outstanding vis-a-vis very thin volume of trading in GDR's, the Board of Directors in its Meeting held on March 21, 2023, approved voluntary delisting of 5,67,505 GDR's (0.12% of its Paid-up capital) representing equal number of equity shares of Rs. 2/- each, from Luxembourg Stock Exchange, subject to compliance of all applicable requirements in this regard.

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) Regulations, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

(a) Statutory Auditors

In terms of the applicable RBI guidelines and on the basis of recommendation of the Audit Committee and Board of Directors, 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) were appointed as the Joint Statutory Auditors by the Shareholders of the Company in their Extraordinary General Meeting held on November 15, 2021, for a period of 3 consecutive years, subject to them continuing to fulfil the applicable eligibility norms.

During the financial year 2022-23, 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.N. Dhawan & CO LLP and Messrs Arora & Chaudhary Associates was ^ 16,500,000 and ^ 6,600,000 respectively.

The Report of Joint Statutory Auditors for the FY 202223, 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 FY 2022-23.

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 2022-23, 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 namely, 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 Company's 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) Regulations, Management's 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) Regulations, 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) Regulations, 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, 2023, 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, 2023 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.