General Announcement::Notice of Extraordinary General Meeting

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

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. [phone] F. [phone]

Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. [phone] F. [phone] [e-mail] Web.Indiabullshomeloans.com

INDIABULLS HOUSING FINANCE LIMITED

CIN: L65922DL2005PLC136029

Registered Office: M-62 & 63, First Floor, Connaught Place, New Delhi - 110 001

Email: [e-mail], Tel: [phone], Fax: [phone], 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, 15th 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 19th 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 19th 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 re- appointment 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.
3. 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).
8. 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.
9. PROCEDURE FOR REMOTE E-VOTING
10. 1. 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.
    2. 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.
    3. 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.

1. 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.
2. 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.
3. 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 [e-mail]. 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.
4. 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."
5. 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:

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

Type	of	Login Method
shareholders
Individual		1. User already registered for IDeAS facility:
Shareholders	i.	Visit URL: https://eservices.nsdl.com
holding		ii.	Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section.
securities	in	iii.	On the new page, enter User ID and Password. Post successful authentication, click
demat	mode		on "Access to e-Voting"
with NSDL	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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