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Indiabulls Housing Finance Ltd.

BSE: 535789 Sector: Financials
NSE: IBULHSGFIN ISIN Code: INE148I01020
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OPEN 256.45
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VOLUME 2091688
52-Week high 313.50
52-Week low 154.30
P/E 12.46
Mkt Cap.(Rs cr) 11,876
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 256.45
CLOSE 256.25
VOLUME 2091688
52-Week high 313.50
52-Week low 154.30
P/E 12.46
Mkt Cap.(Rs cr) 11,876
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indiabulls Housing Finance Ltd. (IBULHSGFIN) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Sixteenth Annual Report of the Company alongwith 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 causedwide-spread economic disruption and brought the world to a stand-still restriction onmovement of people and goods led to widespread loss of incomes and livelihoods. Successivewaves of the epidemic strained health infrastructure the world over and has to dateresulted in 4 Mn deaths with daily deaths still hovering around 10000 per day.

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

FINANCIAL HIGHLIGHTS (STANDALONE)

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

Particulars Yearended March 31 2021 Yearended March 31 2020
( in Crore) ( in Crore)
Profit before Depreciation amortization and impairment expense 1482.99 2644.52
Less: Depreciation amortization and impairment expense 90.82 97.80
Profit before Tax 1392.17 2546.72
Less: Total Tax expense 333.71 386.81
Profit for the Year 1058.46 2159.91
Add: brought forward balance 369.14 525.63
Amount available for appropriation 1427.60 2685.54
Appropriations:
Interim Dividend paid on Equity Shares ( 9 Per Share (Previous Year 31 Per Share) 416.11 1325.31
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) 10030.1 13223.2
NII ( Crores) 3090.7 4711.3
PAT ( Crores) 1201.6 2199.8
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 93238 Croresand total loan assets of 80741 Crores. • Loan book of the Company stood at66047 Crores at the end of FY 2020-21.

The Profit after Tax of the Company for FY 2020-21 stood at 1202 Crores.

In a challenging FY 2020-21 the Company further rationalised expenses tocut 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 Barodaand Central Bank of India for sourcing home loans and with RBL Bank and Central Bank ofIndia for sourcing secured MSME loans. These co-lending partnerships will be central toIBH's new retail focused balance-sheet light growth business model.

Strong Capital Position

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

The Company's 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 Company's Net Gearing of 3.4x at a consolidated level as on March 312021 is one of the lowest amongst its peers.

Liquidity & ALM Management

Despite the challenging macroeconomic conditions the Company raisedmonies of over 34000 Crores by way of issuing debt securities down and raising equitycapital.

In line with the Company's liquidity framework the Company had cash andinvestments of 11219 Crores as on March 31 2021 which is 17.0% of its loan book. TheCompany had no reliance on commercial papers. The Company's long-term nature of borrowingsand ample liquidity have ensured a well- matched ALM.

Stable Asset Quality

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

At a consolidated level the Company has built up total provisions of2458 Crores on balance sheet which is almost fix times of the regulatory requirement andequivalent to a healthy 3.7% of the loan book.

At a consolidated level gross non-performing loans as on March 31 2021amounted to 2147 Crores equivalent to 2.66% of total loan assets managed.

At a consolidated level net non-performing loans as on March 31 2021amounted to 1287 Crores equivalent to 1.59% of total loan assets managed.

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

Bank Borrowings

As on March 31 2021 the Company's outstanding bank loans stood at 26644 Croresvis-a-vis 33570 Crores as on March 31 2020.

Debentures and Securities

Debentures and securitiesform 51% of the Company's borrowings as at the end of thefiscal year. There were no commercial papers outstanding as at the year end. As on March31 2021 the Company's consolidated outstanding borrowings from debentures andsecurities stood at 34897 Crores vis-a-as on March 31 2020. The Company's secured NCDshave 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 Company's outstanding subordinated debt and perpetual debtstood at 4578 Crores and 100 Crores respectively. The debt is subordinate to present andfuture senior indebtedness of the Company and has been assigned the AA rating by CRISILICRA CARE and AA+ by Brickwork Ratings.Based on the balance term to maturity as on March31 2021 3797 Crores of the book value of subordinated and perpetual debt is consideredas Tier II under the guidelines issued by the Reserve Bank of India (RBI) and NationalHousing Bank (NHB) for the purpose of capital adequacy computation. There are no NCDswhich have not been claimed by the investors or not paid by the Company after the date onwhich the NCD became due for redemption.

Regulatory Guidelines / Amendments

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

In October 2020 the RBI issued changes in the regulatory framework for HFCs insupersession of the corresponding regulations by the NHB. The new framework introducedcertain regulatory changes for HFCs such as the principal business criteria for housingfinance definition of finance requirement of minimum percentage of total assets requiredtowards housing finance and housing finance fund requirements guidelines on liquidityrisk management framework and liquidity coverage ratio amongst others.

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

In January 2021 the RBI issued a discussion paper to introduce a revised scale-basedregulatory framework for NBFCs. The final guidelines for the same have not been releasedyet.

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

Risk Management Framework

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

The Company has a Risk Management Committee (RMC) in place that comprises of itsdirectors and members of its senior management team who have rich industry experienceacross domains. The RMC met multiple an active watch on the emergent risks the Company wasexposed to. The Company's Chief Risk Officer(CRO) oversees the process of identificationmeasurement and mitigation of risks. The reports directly to the Board and meets themmultiple and at least once in a quarter to discuss the risks faced by the Company andpolicies to mitigate them.

The Company's Credit Committee supports the RMC by identifying and mitigating creditrisks to the Company by formulating policies on limits on large credit exposures assetconcentrations standards for loan collateral loan review mechanism pricing of loansetc. The credit committee is also responsible to frame approach and policies for customerretention especially those customers that seek to transfer their loans out duringinterest rate cycles when the Company's interest rates may be misaligned higher than thebest rates available from other lenders.

The Company has a robust mechanism to ensure an ongoing review of systems policiesprocesses and procedures to contain and mitigate risks that arise from time has a systemfor evaluating Grievance Redressal Mechanism and undertaking complete Root Cause Analysis(RCA) to ensure recurring grievances are avoided in future leading to improved customerservice standards. Continuous evaluation of existing controls requisite improvement/strengthening based on the assessment is carried out to contain these risks. The Companyencourages 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 riskmanagement framework and provides an assurance to the Board of Directors and the seniormanagement on the quality and effectiveness of the organisation's internal controlsmanagement and governance-related systems and processes. The Company is in the process ofimplementing the RBIA framework within the organisation and this will further strengthenits overall risk management framework.

Codes and Standards

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

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 andupselling various products to its customers. Leveraging on digital analytics and socialmedia integration through its eHome Loans technology platform the Company continues tostay engaged with its customers helping it better anticipate their needs thus opening upcross-selling and resultant fee generation opportunities. The Company acts as an agent formultiple insurance companies and cross-sells life insurance and general insurance productsto its customers earning a commission on the premiums paid by the customers. TheCompany's insurance attachment rate is over 80%. The Company has also been successfullyselling 2 3 different policies to its customers through its upselling efforts. Fee incomerepresents a very important source of income for times during the year and kept theCompany and it continues to look at different avenues of generating and increasing its feeincome.

Training and Human Resource Management

At IBH we believe that our employees are our most valuable times assets and weendeavour to help them realise their full potential. In 2019 IBH was ranked 20th amongIndia's Best Companies to Work For 2019 by a study conducted by Economic Times & GreatPlace to Work Institute.

The Company has a dedicated vertical to ensure that employees are trained in functionaland behavioural skills to ensure high standards of service to internal and externalstakeholders. Training is based on the identified needs competency or job specificknowledge gaps skills and by the employee department and branch heads and the humanresources department. The Company strives to provide steady career growth to all itsemployees. Up-skilling and continuous training of employees is a key focus area for thehuman resources team as the Company believes in grooming talent internally to to time. TheCompany also take on larger responsibilities. Intermittent lockdowns and restrictions onmovement during the year required the employees to operate from their home for a majorpart of the year. This remote working culture required the use of technology to imparttraining to ensure that all round development of the employees continued unhindered.During the year the employee training vertical of the human resources departmentconducted 695 online training sessions for 2746 employees achieving 36501 man hours oftraining. The trainings covered various aspects such as customer relationship managementcredit 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 declaredinterim dividend of 9/- per equity share having face value 2/- each for the FY 2020-21 andtotal outflow amounting to 416.11 Crores.

During the year the unclaimed dividend of 0.71 crore pertaining to the Financial Year2012-13 and 2013-14 got transferred to Investor Education and Protection Fund aftergiving due notice the members.

Further the Company has transferred 1023 equity shares pertaining to the FinancialYear 2012-13 and 2013-14 in respect of which dividend has not been received or claimed forseven consecutive years to Demat Account of IEPF Authority in respect of whichindividual notice had also been sent to concerned Shareholders.

Those members who have not so far claimed their dividend for the subsequent financialyears 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 theMinistry of Corporate Affairs (MCA). The Company has till date transferred 19028 equityshares in respect of which dividend has not been received or claimed for seven consecutiveyears from the Financial Year 2008-09 onwards to Demat Account of IEPF Authority inrespect of which individual notice had also been sent to concerned Shareholders.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Mundra is a seasoned and accomplished banker with a distinguished career spanningover four decades during which commercial banks at has helda wide range ofresponsibilities senior leadership roles culminating in his appointment in July 2014 asthe Deputy Governor of the Reserve Bank of India [RBI] India's central bank and thebanking regulator. At the RBI Mr. Mundra was responsible for banking supervisioncurrency management financial stability rural credit and customer service. After servingfor 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 andadministrative matters will provide able leadership to the Board and the Company as itemerges from the economic disruption caused by COVID-19 pandemic and sets itself back onthe 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-ExecutiveChairman of the Company the Board has recommended his re-appointment as IndependentDirector of the Company for another term of five years from August 18 2021 up to August17 2026. Keeping in view the vast experience and knowledge of Mr. Mundra the Board isof the view that his re appointment as Independent Director on the Board will be in theinterest 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 appointedas Non- to Executive Independent Director (Additional Company for a period of three yearsw.e.f. November 23 2020. Mr. Mohapatra is a former MD & CEO of Bank of India and isa seasoned and committed banker with a distinguished career spanning over three decadesduring which he held various high level positions including Executive Director of CanaraBank and Chief Executive Officer of Hong of Bank of India. Mr. Mohapatra has vastknowledge and multidimensional banking experience including in Treasury OperationsInternationalBanking Priority Sector Lending Corporate Lending Marketing Recovery andHuman Resources.

Mr. Dinabandhu Mohapatra presently being Additional Director holds office up to thedate of ensuing Annual General Meeting. The Board recommends his appointment asNon-Executive Independent Director for a period of three years w.e.f. November 23 2020not 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 AnnualGeneral Meeting ("AGM") held through Video Conferencing (VC) / OtherAudio-Visual Means (OAVM) on September 7 2020 had approved the appointment of Mr.Achuthan Siddharth (DIN: 00016278) former Partner Haskins & Sells and a Fellowmember of The Accountants of India and Associate member of The Company Secretaries ofIndia as Non-Executive Director of the Company for a period of three years from July 32020 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 theCompany Mr. Gagan Banga (DIN: 00010894) a Whole Time Director & Key ManagerialPersonnel designated as Vice-Chairman Managing Director & CEO of the Company liableto retire by rotation at the ensuing Annual General Meeting of the Company and beingeligible has offered himself for reappointment.

The existing tenure of Mr. Sachin Chaudhary (DIN: 02016992) designated as ExecutiveDirector of the Company shall come to an end on October 20 2021. Mr. Chaudhary is afounding member of home loans and retail mortgage lending businesses of the Company andheads the retail lending business in his executive capacity as the Company's ChiefOperating Officer. The Company's retail franchise which is the cornerstone of Company'sbusiness plan has been nurtured and grown by Mr. Sachin Chaudhary. Keeping in view hisvast experience knowledge and managerial skills the Nomination & RemunerationCommittee has recommended to the Board the re-appointment of Mr. Sachin ChaudharyWhole-Time Directors and Key Managerial Personnel as such for a further period of fiveyears w.e.f. October 21 2021.

All the present Independent Directors of the Company have given declaration that theymeet the criteria of Independence laid down under Section 149(6) of the Act and underRegulation 16(a)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 (SEBI LODR). The brief resume of the Directors proposed to be appointed/reappointed nature of their expertise in specific functional areas terms of appointmentand names of companies in which they hold directorships and memberships/ chairmanships ofBoard Committees are provided in the Notice convening the Sixteenth Annual GeneralMeeting of the Company.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31 2021 was 924697804/-comprising of 462348902 equity shares of 2/- each. Subsequently on June 18 2021 theCompany had allotted 78850 equity shares of face value 2/- each upon conversion of FCCBfor a principal value of USD 250000. As a result the paid-up equity share capital of theCompany stands increased to 924855504 comprises of 462427752 equity shares of 2/-each.

ESOP SCHEME

Presently stock optionsgranted to the employees operate under different the schemesnamely; "IBHFL- IBFSL Employees Stock Option Plan 2006" "IBHFL-IBFSLEmployees Stock Option Plan II 2006" "IBHFL-IBFSL Employees Stock Option2008" and "Indiabulls Housing Finance Limited Employees Stock Option elycollectiv 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 12500000 Stock Options representinganequal number of equity shares of face value of 2/- each in the Company at ancertainexercise price of 200/- per option eligible employees. The exercise price was at apremium of approx.

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

SAR SCHEME

Presently stock appreciationrights granted to the employees operate under the schemenamely; "Indiabulls Housing Finance Limited - Employee Stock BenefitScheme-2019" (hereinafter individually and/or collectively referred to as the"Scheme"). In line with the SBEB Regulations the registered employee's welfaretrust titled "Pragati Employee Welfare Trust (formerly Indiabulls Housing FinanceLimited- Employees Welfare Trust)" (the "Trust") to Scheme and to acquirepurchase hold and deal in fully paid-up equity shares of the Company from the secondarymarket for the purpose of administration and implementation of the Scheme as may bepermissible under the SBEB Regulations. Since shares granted under the Scheme on accountof exercise of options will be out of those purchased by the Trust from the secondarymarket there will be no dilution in shareholding.

During the year under review 17000000 shares held by the Trust have beenappropriated for the implementation and management of Company's employees benefit schemeviz. the "Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme2019" towards grant of Share Appreciations Rights (SARs) to the employees of theCompany and its subsidiaries as permitted pursuant to and in compliance with applicableSEBI (Share Based Employee Benefits) Regulations 2014 There has been no materialvariation in the terms of the options granted under any of these schemes and all theschemes 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 (ShareBased Employee Benefits) Regulation2014 and the Companies Act 2013 read with Rule 12 ofthe Companies (Share Capital and Debentures) Rules 2014 in respect of all existing ESOPSchemes of the Company have been placed on the website of the Companyhttps://www.indiabullshomeloans.com/ uploads/downloads/ihfl_disclosurefiregulationbased_employee_benefits-fy_21-0628503001625301500.pdf

FUND RAISED DURING THE YEAR

(a) Qualified Institutions Placement Issue

During the year the Company has allotted 34774811 Equity Shares of face value of 2/-each by way of a Qualified Institutions Placement share (including a premium of 194.37 perequity share) aggregating up to 682.87 Crore to the eligible investors on September 152020.

Convertible Issue (b) ForeignCurrency

During the year the Company has issued 4.50% Secured Foreign Currency ConvertibleBonds due 2026 (‘FCCBs') of USD 150 Million at par convertible into fully paid-upequity shares of face value of 2/- each of the Company at an initial conversion price of242/- per equity share on or after April 14 2021 and up to the close of business hourson February 20 2026 at the option of the FCCB holders. FCCBs which are not converted toequity shares during such specified period will be redeemable on March 4 2026.

Consequent upon declaration of Interim Dividend of 9/- per Equity Share by theCompany for the Financial Year 2020-21 the adjusted new conversion price of these FCCBsin 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 OakNorthHoldings Ltd. (the wholly owning parent company has setupa of OakNorth Bank plc); as atMarch 31 2021 the Company holds 1.45% in OakNorth Holding Ltd. The sale proceedsamounting to 1987 Crores enhanced the regulatory net worth and the capital adequacy ofthe Company.

NON-CONVERTIBLE DEBENTURES (NCDs)

(a) Issuance of Secured and Unsecured NCDs by way of Private Placement basis Duringthe FY 2020-21 the Company has successfully raised by way of private placement 2780Crores of Secured NCDs having a face value of 1000000 each. The said NCDs are listed onWDM 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 havenot been claimed by the Investors or not paid by the Company after the date on which theseNCDs became due for redemption.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from thepublic 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 BSELimited ("BSE") and NationalStock Exchange of India Limited ("NSE").The listing fees payable to both the exchanges for the financial year 2021-22 have beenpaid. The GDRs issued by the Company continue to remain listed on Luxembourg StockExchange ("LSE"). The Secured Synthetic Notes are listed on Singapore ExchangeSecurities Trading Limited ("SGX"). The NCDs issued under public issue and onPrivate 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 READWITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS 2015

The information required to be disclosed pursuant toSection134 andSection197 of theCompanies Act 2013 read with the relevant rules (to the extent applicable) and SEBI LODRnot elsewhere mentioned in this Report are given in "Annexure A" forming partof 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) wereappointed as the Statutory Auditors of the Company at the Twelfth Annual General Meetingof the Company held on 8th September 2017 for a period of five years i.e. until theconclusion of the Seventeenth Annual General Meeting of the Company.

The Notes to the Accounts referred to in the Auditors Report are self-explanatory andtherefore do not call for any further explanation. No frauds have been reported by theAuditors 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 statutoryauditors NBFC-HFCs with an asset size of 15000 crore and above are required to have aminimum of two audit firms. The guidelines have to be adopted from the second half of FY22onwards. The guidelines also require rotation of audit firm after period of 3 years. SinceS.R. Batliboi & Co. LLP Chartered Accountants has completed the specifiedtime periodas the statutory auditors the Company would have to appoint two new audit firms forconducting the audit for FY22. The Company is in the process of identifying suitable auditfirms 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 madethereunder the Company has appointed M/s Neelam Gupta & Associates a firm of CompanySecretaries in practice as its Secretarial to conduct the secretarial audit of theCompany for the financial year 2020-21. The Company has provided assistance facilitiesdocuments records and clarifications etc. to the Secretarial Auditors for the conduct oftheir 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 notcontain any reservation or adverse remark. to The Secretarial Compliance Report asprescribed by SEBI is annexed as "Annexure 2" forming part of this Report.

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

(C) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section148(1) of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken projects in the areas of Health Sanitation Education RuralDevelopment Eradication of Hunger and Malnutrion Renewable Energy Sports and DisasterManagement as per its CSR Policy (available on your Company's websitehttps://www.indiabullshomeloans.com/csr-policy and the details are contained in the AnnualReport 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 withthe relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI LODR Management's Discussion and AnalysisReport 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 bythe Company together with a certificate from a practicing Company Secretary confirmingcompliance 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) ispresented in a separate section Annual Report. a

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding 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 financialcontrols were adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functional areasand 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 andcommitted services rendered by the employees of the Company at various levels. YourDirectors also wish to express their gratitude for the continuous assistance and supportreceived from the investors clients bankers regulatory and government authoritiesduring the year.

For Indiabulls Housing Finance Limited

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

Place: Mumbai

Date: June 29 2021

.