Sammaan Capital Limited — Proxy Solicitation & Information Statement 2021

Oct 23, 2021

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Date: October 23, 2021

National Stock Exchange of India Limited	BSE Limited
Listing Department	Department of Corporate Services
Exchange Plaza, Bandra Kurla Complex	Floor 25, Phiroze Jeejeebhoy Towers
Bandra (East)	Dalal Street
Mumbai 400 051	Mumbai 400 001
Company symbol:IBULHSGFIN	Security code no.:535789

Sub: Notice of Extraordinary General Meeting of Indiabulls Housing Finance Limited (“the Company”)

Dear Sir/ Madam,

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in furtherance to intimation dated October 22, 2021, we wish to inform you that the Notice of the Extraordinaary General Meeting of the Shareholders of the Company, which has been scheduled to be held on Monday, November 15, 2021 at 11:00 A.M. (IST) (“ EGM ”), are being mailed to the Shareholders, holding equity shares of the Company as on October 15, 2021 and whose email IDs are registered with the Company/Depositories, in compliance with applicable MCA and SEBI Circulars (Copy of the EGM Notice is attached).

In this connection, we also wish to inform that the e-voting on the resolutions as per EGM Notice will commence at 10:00 AM (IST) on Friday, November 12, 2021 which will remain open till 5:00 PM (IST) on Sunday, November 14, 2021.

The EGM Notice is also uploaded on the website of the Company viz. https://www.indiabullshomeloans.com/.

Thanking you,

Yours truly,

For Indiabulls Housing Finance Limited

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Amit Jain Company Secretary

CC:

Luxembourg Stock Exchange, Luxembourg Singapore Exchange Securities Trading Limited, Singapore

Indiabulls Housing Finance Limited (CIN. L65922DL2005PLC136029) Corp. Off. Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram -16. T. +91 124 668 1212 F. +91 124 668 1111 Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. +91 11 43532950 F. +91 11 43532947 Email.homeloans@indiabulls.com Web.Indiabullshomeloans.com

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INDIABULLS HOUSING FINANCE LIMITED

CIN: L65922DL2005PLC136029

Registered Office: M-62 & 63, First Floor, Connaught Place, New Delhi - 110 001 Email: homeloans@indiabulls.com, Tel: 011-43532950, Fax: 011-43532947, Website: www.indiabullshomeloans.com

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that an Extraordinary General Meeting (“ EGM ”) of the Members of INDIABULLS HOUSING FINANCE LIMITED will be held on Monday, 15[th] November, 2021 at 11:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to seek the consent of the shareholders of the Company (“ Members ”), for the resolution appended herein below through remote electronic voting (“ E-voting ”).

SPECIAL BUSINESS:

1. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution for the appointment of Messrs S. N. Dhawan & Co. LLP (member firm of Mazars , an international audit, tax and advisory firm based in France) as one of the Joint Statutory Auditors and to fix their remuneration:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including Housing Finance Companies) dated April 27, 2021, issued by the Reserve Bank of India (“RBI”) and Frequently Asked Questions dated June 11, 2021 (“RBI Guidelines”), including any amendment, modification, variation or re-enactment thereof, on the basis of recommendation of the Audit Committee and the Board of Directors of the Company, Messrs S. N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045 issued by The Institute of Chartered Accountants of India) be and are hereby appointed as one of the Joint Statutory Auditors of the Company for a period of 3 (three) consecutive years to hold office with effect from the date of passing of this resolution until the conclusion of the 19[th] Annual General Meeting of the Company, subject to their continuity of fulfillment of the applicable eligibility norms, for a fee of ₹ 1,50,00,000 (Rupees One Crore Fifty Lac only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company for the financial year 2021-22.”

2. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution for the appointment of Messrs Arora & Choudhary Associates, as one of the Joint Statutory Auditors and to fix their remuneration:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including Housing Finance Companies) dated April 27, 2021 issued by the Reserve Bank of India (“RBI”) and Frequently Asked Questions dated June 11, 2021 (“RBI Guidelines”), including any amendment, modification, variation or re-enactment thereof, on the basis of recommendation of the Audit Committee and the Board of Directors of the Company, Messrs Arora & Choudhary Associates, Chartered Accountants (Firm Registration No. 003870N issued by The Institute of Chartered Accountants of India) be and are hereby appointed as one of the Joint Statutory Auditors of the Company for a period of 3 (three) consecutive years to hold office with effect from the date of passing of this resolution until the conclusion of the 19[th] Annual General Meeting of the Company, subject to their continuity of fulfillment of the applicable eligibility norms, for a fee of ₹ 60,00,000 (Rupees Sixty Lac only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company for the financial year 2021-22.”

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3. To consider and if thought fit, to pass the following resolution, as a Special Resolution, for reappointment of Mr. Satish Chand Mathur (DIN: 03641285), formerly the DGP of Maharashtra, as an Independent Director for another term of three years with effect from March 8, 2022 up to March 7, 2025:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Satish Chand Mathur (DIN: 03641285), formerly the DGP of Maharashtra and an Independent Director on the Board of the Company w.e.f. March 8, 2019, whose existing term as Independent Director of the Company would expire on March 7, 2022 and basis the recommendation of the Board of Directors, Mr. Satish Chand Mathur be and is hereby re-appointed as an Independent Director of the Company for a term of three years from March 8, 2022 up to March 7, 2025 AND THAT he shall not be liable to retire by rotation.”

By Order of the Board of Directors For Indiabulls Housing Finance Limited

Sd/Amit Jain

Place: Gurugram Company Secretary Date: October 22, 2021 Membership No.: FCS 5433

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, in respect of the business as set out in the EGM Notice is annexed hereto.

2. Considering the present COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No 17/2020 dated April 13, 2020, General Circular No 22/2020 dated June 15, 2020, General Circular No 33/2020 dated September 28, 2020, General Circular No 39/2020 dated December 31, 2020 read with General Circular No 10/2021 dated June 23, 2021 (collectively referred to as “MCA Circulars”) Securities and Exchange Board of India (“SEBI”) vide its circular no. SEBI/HO/CFD/ CMD1/ CIR/P/2020/79 dated May 12, 2020 in relation to “Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 – COVID-19 pandemic” and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the COVID-19 pandemic” (collectively referred to as “SEBI Circulars”) permitted convening the Extraordinary General Meeting (“EGM” / “Meeting” / e-EGM) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, SEBI Circulars, provisions of the Companies Act, 2013 (‘the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the EGM of the Company is being held through VC / OAVM. The deemed venue for the EGM shall be the Registered Office of the Company.

The Company has made arrangements through KFin Technologies Private Limited (KFintech), to provide Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility for the Extraordinary General Meeting and for conducting of the e-EGM. The Members can join the e-EGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

1. Pursuant to the provisions of Section 105 the Companies Act, a Member entitled to attend and vote at the EGM is entitled to appoint a Proxy to attend and vote on his/ her behalf and the Proxy need not be a Member of the Company. However, since this EGM is being held pursuant to the applicable MCA and SEBI Circulars as mentioned hereinabove, through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of Proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this EGM Notice.

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1. Since the EGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

2. Corporate Members intending to depute their authorized representatives to attend the Meeting through VC/ OVAM are requested to send to the Company a certified true copy of the Board Resolution together with attested specimen signature of the duly authorized signatory(ies) who are authorized to attend and vote at the Meeting on their behalf.

3. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

4. The Company has appointed Ms. Swati Jain (Membership No. 526173), of M/s Swati Jain & Associates, Practicing Chartered Accountants, Gurugram, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

5. Members holding shares in single name are advised to avail the facility of nomination in respect of shares held by them pursuant to the provisions of Section 72 of the Companies Act, 2013. Members holding shares in physical form desiring to avail this facility may send their nomination in the prescribed Form No. SH-13 duly filled into the RTA of the Company. Members holding shares in electronic mode may contact their respective DPs for availing this facility.

6. SEBI has mandated submission of Permanent Account Number (“PAN”) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to provide their PAN details to their respective DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the RTA.

7. In accordance with, the MCA Circulars and SEBI Circulars, the Notice of EGM is being sent only in electronic mode to Members whose e-mail addresses are registered with the Company or the Depository Participant(s).

As physical copy of the EGM Notice will not be sent by the modes permitted under Companies Act, 2013, the EGM Notice is available on the Company’s website at https://www.indiabullshomeloans.com/investor-relations/egm-notice and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and www.nseindia.com respectively and on the website of Registrar and Share Transfer Agent at https://www.kfintech.com/, for those members whose email ids are not registered with the Company/ Depository Participant(s).

1. Members desiring any information with regard to EGM are requested to write to the Company at an early date so as to enable the management to keep the information ready.

12. PROCEDURE FOR REMOTE E-VOTING

• i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFintech, on all the resolution(s) set forth in this Notice. The instructions for e- Voting are given herein below.

• ii. However, pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

• iii. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but

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also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

• iv. The remote e-Voting period commences Friday, November 12, 2021 at 10:00 A.M. and ends on Sunday, November 14, 2021 at 5:00 P.M. The remote e-voting module will be disabled by KFintech thereafter.

• v. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, November 8, 2021.

• vi. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@Kfintech.com. However, if he / she is already registered with KFintech for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.

• vii. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.”

• viii. The details of the process and manner for remote e-Voting and e-EGM are explained herein below:

• Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

• Step 3: Access to join virtual meetings (e-EGM) of the Company on KFintech system to participate e-EGM and vote at the EGM.

Details on Step 1 are mentioned below:

I) Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL

1. User already registered for IDeAS facility: i. Visit URL: https://eservices.nsdl.com ii. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. iii. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” iv. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. 2. User not registered for IDeAS e-Services i. To register click on link : https://eservices.nsdl.com ii. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. Proceed with completing the required fields. iv. Follow steps given in points 1 . 3. Alternatively by directly accessing the e-Voting website of NSDL i. Open URL: https://www.evoting.nsdl.com/ ii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. iii. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL),Password / OTP and a Verification Code as

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	shown on the screen. iv. Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e. KFintech. v. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote duringthe remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing user who have opted for Easi / Easiest i. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com ii. Click on New System Myeasi iii. Login with your registered user id and password. iv. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal. v. Click on e-Voting service provider name to cast your vote. 2. User not registered for Easi/Easiest i. Option to register is available at ii. https://web.cdslindia.com/myeasi/Registration/EasiRegistration iii. Proceed with completing the required fields. iv. Follow the steps given in point 1 3. Alternatively, by directly accessing the e-Voting website of CDSL i. Visit URL: www.cdslindia.com ii. Provide your demat Account Number and PAN No. iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv. After successful authentication, user will be provided links for the respective ESP, i.e KFintechwhere the e-Votingis inprogress.
Individual Shareholder login through their demat accounts / Website of Depository Participant	I. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. II. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. III. Click on options available against company name or e-Voting service provider – Kfintech and you will be redirected to e-Voting website of KFintech for casting your vote duringthe remote e-Voting period without anyfurther authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

Details on Step 2 are mentioned below:

• II) Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• A. Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

  • i. Launch internet browser by typing the URL: https://evoting.kfintech.com/

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• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. ~~I~~ n case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e- voting, you can use your existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘Indiabulls Housing Finance Limited - EGM” and click on “Submit”

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the EGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id ca.swatijain07@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_Even No.”

• B. Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Notice of EGM and e-voting instructions cannot be serviced, will have to follow the following process:

• i. Members who have not registered their email address and in consequence the Notice of EGM and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft

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copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris@kfintech.com.

• ii. Alternatively, member may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of EGM and the e-voting instructions.

• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Details on Step 3 are mentioned below:

• III) Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the EGM of the Company through VC/OAVM and e-Voting during the meeting.

• i. Member will be provided with a facility to attend the EGM through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/KFintech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.

• ii. Facility for joining EGM though VC/ OAVM shall open atleast 15 minutes before the commencement of the Meeting.

• iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.

• iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• v. As the EGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number at investor.relations@indiabulls.com Questions /queries received by the Company till November 13, 2021 shall only be considered and responded during the EGM.

• vi. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the EGM. E-voting during the EGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.

• vii. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the EGM.

• viii. Facility of joining the EGM through VC / OAVM shall be available for at least 2000 members on first come first served basis.

• ix. Institutional Members are encouraged to attend and vote at the EGM through VC / OAVM.

OTHER INSTRUCTIONS

• I. Speaker Registration: The Members who wish to speak during the meeting may register themselves as

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speakers for the EGM to express their views. They can visit https://emeetings.kfintech.com and login through the user id and password provided in the mail received from Kfintech. On successful login, select ‘Speaker Registration’ which will opened from November 12, 2021 to November 13, 2021. Members shall be provided a ‘queue number’ before the meeting. The Company reserves the right to restrict the speakers at the EGM to only those Members who have registered themselves, depending on the availability of time for the EGM.

• II. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfintech.com. Please login through the user id and password provided in the mail received from Kfintech. On successful login, select ‘Post Your Question’ option which will be opened from November 12, 2021 to November 13, 2021.

• III. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or contact Mr. PSRCH Murthy, Manager – RIS, at evoting@kfintech.com or call KFintech’s toll free No. 1-800-309-4001 for any further clarifications.

• IV. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Monday, November 8, 2021, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

• V. This EGM Notice is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on Friday, October 15, 2021. In case a person has become a Member of the Company after dispatch of EGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:

  • i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

    1. Example for NSDL: MYEPWD IN12345612345678

    2. Example for CDSL: MYEPWD 1402345612345678

    3. Example for Physical: MYEPWD XXXX1234567890

• ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com/ , the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

• iii. Members who may require any technical assistance or support before or during the EGM are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at evoting@kfintech.com.

• VI. The Scrutinizer shall, immediately after the conclusion of EGM, count the votes cast at the EGM and thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses, who are not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against, if any, within the prescribed time limit after the conclusion of the EGM to the Chairman or a person authorised by him. The Chairman or any other person authorised by him shall declare the result of the voting forthwith.

• VII. The resolution(s) will be deemed to be passed on the EGM date subject to receipt of the requisite number of votes in favour of the resolution(s). The Results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company at https://www.indiabullshomeloans.com and Service Provider’s website at https://evoting.kfintech.com and the communication will be sent to the BSE Limited and National Stock Exchange of India Limited.

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EXPLANATORY STATEMENT IN RESPECT OF THE ORDINARY/SPECIAL BUSINESSES PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, READ WITH REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Resolution Nos. 1 and 2

The Members of the Company at their 12th Annual General Meeting (AGM) held on September 8, 2017, had appointed Messrs S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Registration No.: 301003E/ E300005) as the Statutory Auditors of the Company for a period of 5 (five) years, to hold office from the conclusion of the 12[th] AGM until the conclusion of the 17[th] AGM of the Company. Accordingly, S.R. Batliboi & Co. LLP have completed four years out of their existing term.

The Reserve Bank of India (RBI) on April 27, 2021 had issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including Housing Finance Companies) (RBI Guidelines). Pursuant to the RBI Guidelines, the statutory audit of the Company is required to be conducted jointly by minimum of 2 audit firms. Further in order to protect the independence of the auditors/ audit firms, the tenure for appointment of said auditors/audit firms is required to be 3 (three) years. Subsequently, the RBI had also released Frequently Asked Questions (FAQs) dated June 11, 2021, inter alia clarifying that the existing statutory auditors who have completed 3 years with an entity would not be able to continue as auditors with effect from second half of the financial year 2021-22, even though they may not have completed their present tenure as approved by the Members of the said entity.

Consequently, in terms of the RBI Guidelines and related FAQs, Messrs S.R. Batliboi & Co. LLP shall not be eligible to continue as the Statutory Auditors of the Company with effect from the second half of the current financial year and hence vide their letter dated October 14, 2021, they have tendered their resignation which would come into effect from November 13, 2021 i.e., post submission of limited review report for the quarter/ half-year ended September 30, 2021 and after furnishing all requisite certifications for the aforesaid period.

The Audit Committee and the Board of Directors have taken note of the said resignation and also the fact that there were no reasons specified by them for the resignation apart from the eligibility requirements prescribed under the RBI Guidelines.

In compliance with the RBI Guidelines, the Company is required to appoint 2 audit firms to act as the Joint Statutory Auditors of the Company for conducting the audit for a period of 3 (three) consecutive years.

In accordance with the requirement of the aforesaid RBI Guidelines, the Audit Committee and the Board of Directors have recommended the appointment of Messrs S. N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045) and Messrs Arora & Choudhary Associates, Chartered Accountants (Firm Registration No. 003870N), to act as the Joint Statutory Auditors of the Company for a period of 3 (three) consecutive years and to hold office with effect from the date of passing of Resolution Nos. 1 and 2 respectively, until the conclusion of the 19[th] AGM of the Company to be held in the calendar year 2024, subject to the said firms continuing to fulfill the applicable eligibility norms.

Messrs S. N. Dhawan & Co. LLP (Firm Registration Number 000050N/N500045), is a firm of Chartered Accountants registered with The Institute of Chartered Accountants of India (ICAI). It is a member firm of Mazars, an international audit, tax and advisory firm based in France. Mazars is considered to be among the top 10 accounting firms in the world. It has over € 1.9 billion revenue, with over 1,100 partners and 42,000+ professionals. Mazars’ major global clients include American Express, Capegemini, Armour Group Holdings, Allianz Real Estate, Axa, Google, Wells Fargo, Mercedes Benz financial services, Luno, Credit Agricole Italia, Sura, Goldman Sachs, AIG Global Real Estate, Tata AIG General, BNP Paribas etc. In India, they have over 1,000 professionals and 38 partners in offices at Bengaluru, Chennai, Gurugram, Hyderabad, Kolkata, Mumbai, New Delhi and Pune.

Messrs S. N. Dhawan & Co. LLP is the current joint statutory auditor of the 2[nd] largest Indian public sector bank – Punjab National Bank, and was appointed in 2020. S. N. Dhawan & Co. LLP is/ has been the statutory auditor of many NBFCs and large Indian companies such as HDFC Ergo, Schneider Electric, GE Appliances, NTPC etc.

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It has 7 branch offices in various cities in India. It is primarily engaged in providing tax, advisory and assurance services to its clients and has a valid Peer Review Certificate.

Messrs Arora & Choudhary Associates (Firm Registration Number 003870N), ("the Audit Firm"), is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India ("ICAI"). The Audit Firm was registered with ICAI in the year 1983 and is a partnership firm. The Audit Firm is/ has been statutory auditors for LIC of India (Rohtak division), BHEL, BSNL, National Seeds Corporation Limited etc. It has its head office at New Delhi and has 4 branch offices in various cities in India. It is primarily engaged in providing audit and assurance services to its clients and has a valid Peer Review Certificate.

Messrs S. N. Dhawan & Co. LLP and Messrs Arora & Choudhary Associates have consented to the said appointment and issued a certificate along with relevant information as mentioned in the RBI Guidelines, to the effect that the appointment, if made, shall be in accordance with the conditions as prescribed in Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. They have also confirmed that they meet the criteria for independence, eligibility and qualification as prescribed in Section 141 of the Companies Act, 2013 and the RBI Guidelines.

The fees proposed to be paid to Messrs S. N. Dhawan & Co. LLP and Messrs Arora & Choudhary Associates, towards statutory audit, limited review and consolidation of accounts for the financial year 2021-22 shall be ₹ 1,50,00,000 and ₹ 60,00,000 respectively. The said fees shall exclude certification fees, applicable taxes, reimbursements and other outlays. It must be noted that the approval of the Members will be sought at the 17[th] AGM for payment of audit fee for the financial years 2022- 23 and 2023-24.

The Board, accordingly, recommends the appointment of Messrs S. N. Dhawan & Co. LLP and Messrs Arora & Choudhary Associates, Chartered Accountants as the Joint Statutory Auditors of the Company including payment of audit fees to them for the financial year 2021-22 as set out at Resolution Nos. 1 and 2 of this Notice, respectively for the approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the said resolutions.

Resolution No. 3

The Company, over the past couple of years, has been working towards implementing the best-in-class corporate governance standards by strengthening the Company’s Board and the overall corporate governance framework. Towards this end, the Company had inducted Mr. Satish Chand Mathur, as an Independent Director on the Board of the Company in March 2019.

Mr. Mathur is a retired officer of the Indian Police Service [IPS] and is an ex-Director General of Police, Maharashtra. During his illustrious career spanning nearly 37 years, he held various sensitive and challenging assignments such as Commissioner of Police, Pune, Director General of Anti-Corruption Bureau, Maharashtra culminating at the helm of an over 2.25 lakh force of Maharashtra Police. He also served in the Central Bureau of Investigation from 1996 to 2003.

Mr. Mathur is known for his expertise in the areas of administration, project execution and operational matters. Mr. Mathur is a person of high repute, integrity with rich and varied experience and proven leadership and governance abilities.

He holds a bachelors’ degree and a masters’ degree in arts from Delhi University, St Stephen’s College.

Mr. Mathur’s vast experience in the field of administration and resource management and his knowledge of legal and administrative matters have proved to be very useful to the Company in efficiently dealing with operational challenges faced by the Company over the past two years.

Mr. Mathur’s continuity as the Independent Director of the Company will not only help the Company navigate the challenges ahead but will also help IBH on its path of growth. Accordingly, the Board has recommended the

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reappointment of Mr. Satish Chand Mathur, as Independent Director, for another term of 3 years from March 8, 2022 up to March 7, 2025.

The main terms and conditions of re-appointment of Mr. Satish Chand Mathur, as Independent Director of the Company, are as under:-

Period	3 yearsw.e.f.March8,2022
Nature	Director,not liable to retire byrotation
Designation	Independent Director of the Company
SittingFees	₹ 1 lakhper board meeting
Other Benefits	Profit Link Incentive asper shareholders authorization
No.of shares held	Nil
Directorships held in other companies	Equity Listed Companies: Tilaknagar Industries Limited JBF Industries Limited Unlisted Companies: JM Financial Asset Reconstruction Company Limited JM Financial Credit Solutions Limited RingPlus Aqua Limited
Membership/ Chairmanship of committees*	None
Related to any director / KMPs of the Company	None

*Includes membership/ chairmanship in Audit Committee and Stakeholder’s Relationship Committee, in line with Regulation 26 of the Listing Regulations.

The proposed re-appointment would also be in compliance with the applicable provisions of the Companies Act 2013 (“Act”) and of the SEBI Listing Regulations relating to the appointment of Independent Director.

The Company has received a declaration from Mr. Mathur to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act.

In the opinion of the Board, and based on the Board’s evaluation, Mr. Mathur fulfils the conditions specified in the Act and Rules made thereunder and SEBI Listing Regulations for his reappointment as Independent Director of the Company and is independent of the Management. Upon approval of the shareholders to his appointment as Independent Director his appointment shall be formalized by issuing a letter of appointment to him, which shall be open for inspection by the members at the registered office of the Company, in terms of applicable provisions of the Act.

Accordingly, the Board recommends the resolution as set out at Resolution No. 3 of this Notice, for the approval by the shareholders, as Special Resolution.

Except the proposed appointee, in resolutions set out at Resolution No. 3 of this Notice, proposing his reappointment, none of the Promoters, Directors and Key Managerial Persons (KMPs) of the Company or any relatives of such Promoters, Directors or KMPs, are in any way concerned or interested, financially or otherwise, in the resolution.

By Order of the Board of Directors For Indiabulls Housing Finance Limited

Sd/Amit Jain

Place: Gurugram Company Secretary Date: October 22, 2021 Membership No.: FCS 5433

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