BOARD'S REPORT

Dear Shareholders,

Your Directors are pleased to present the Twentieth Annual Report of Sammaan Capital Limited (Formerly Known as Indiabulls Housing Finance Limited) (hereinafter called as the "Company", "SCL" or "Sammaan") along with the audited statement of accounts for the financial year ended March 31, 2025.

During the financial year 2024-25, the RBI has issued the Company a fresh Certificate of Registration as a Non-Banking Financial Company - Investment and Credit Company [NBFC-ICC] without accepting public deposits. With this, now your Company is an NBFC, supervised and regulated by the RBI. Further under the scale-based regulatory framework of RBI, it continue to be classified as an upper-layer NBFC. Following conversion to NBFC-ICC, and upon receipt of Certificate of Incorporation from the Registrar of Companies, the Company's name has been changed to "Sammaan Capital Limited". The Company's shares are also now being traded under the scrip code of SAMMAANCAP on the NSE and BSE.

Financial Highlights (Standalone)

The financial highlights of the Company, for the financial year ended March 31, 2025, are as under:

(^in Crore)

$Basis Board's recommendation dated May 24, 2024, a final dividend of ^2/- (i.e. 100%) per fully paid -up equity share of face value of ^2/- each and a pro-rata final dividend of ^0.67 per partly paid-up equity shares of face value of ^2 each (paid-up value of ^0.67 each) for Fiscal 2024, was approved by the shareholders of the Company in 19^th AGM held on September 27, 2024, which was paid during Fiscal 2025.

• Net non-performing loans as at March 31, 2025 amounted to ^475.14 Crores

State of Company's Affairs

During the financial year under review, the Company has obtained a certificate of registration dated June 28, 2024, from Reserve Bank of India to commence the business of NonBanking Financial - Investment and Credit Company (NBFC-ICC) without accepting public deposits.

During the period under review, the Company has entered into Business Transfer Agreement for the purchase of wholesale loans' business of "Sammaan Finserve Limited" (SFL) (formerly known as Indiabulls Commercial Credit Limited), a wholly owned subsidiary of the Company.

W.e.f. March 1, 2025, the Registered Office of the Company was shifted from "5^th Floor, Building No. 27, KG Marg, Connaught Place, New Delhi - 110 001" to "A-34, 2^nd & 3^rd Floor, Lajpat Nagar-II, New Delhi - 110024" and one of the Corporate Offices of the Company was also shifted from '4^th Floor, Augusta Point, Golf Course Road, DLF Phase-5, Sector-53, Gurugram, Haryana - 122 002' to '1^st Floor, Tower 3A, DLF Corporate Greens, Sector- 74A, Gurgaon, Narsinghpur, Haryana - 122 004'.

Appropriations

As required under Section 45-IC of the Reserve Bank of India Act, 1934, ^188.54 Cr has been transferred to Special Reserve during the year.

RBI Registration

During the year under review, the Reserve Bank of India has issued a Certificate of Registration dated June 28, 2024 ("COR"), bearing registration number N-14.03624, reclassifying the Company as NBFC-ICC, without accepting public deposits. The RBI also approved the change in name of the Company to "Sammaan Capital Limited" effective from the date of receipt of the COR by the Company i.e. July 2, 2024.

STATUTORY DISCLAIMER

Issuance of CoR doesn't hold RBI responsible or extend any guarantee about the present position as to the financial

soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and discharge of liabilities by the Company.

Borrowings from Banks & Financial Institutions other than Debentures, Securities and ECBs

As on March 31, 2025, the Company's outstanding borrowings (on Standalone basis) other than debentures, securities and ECBs stood at ^15,659 Crores vis-a-vis ^17,137 Crores as on March 31, 2024.

Debentures and Securities

Debentures and securities formed 48% of the Company's borrowings (on Standalone basis) as at the end of the fiscal year. As at March 31, 2025, the Company's standalone outstanding borrowings, from debentures and securities stood at ^19,427 Crores vis-a-vis ^17,340 Crores as at March 31, 2024. The Company's secured NCDs have been listed on the Wholesale Debt Market segment of NSE/BSE and have been assigned 'AA' rating from CRISIL and ICRA Ratings.

As at March 31, 2025, the Company's outstanding subordinated debt and perpetual debt stood at ^3,651.27 Crores and ^100.00 Crores respectively. The debt is subordinate to present and future senior indebtedness of the Company and has been assigned the 'AA' rating by CRISIL, ICRA and CARE and AA+ by Brickwork Ratings, and Perpetual debt has been assigned 'AA-' rating by CARE and 'AA' from Brickwork. Based on the balance term to maturity, as at March 31, 2025, ^1,014.58 Crores of the book value of subordinated and perpetual debt is considered as Tier II, under the guidelines issued by the Reserve Bank of India (RBI) and National Housing Bank (NHB), for the purpose of capital adequacy computation. There are no NCDs which have not been claimed by the investors or not paid by the Company after the date on which the NCD became due for redemption.

Regulatory Guidelines / Amendments

The Company has predominantly adhered to the Act(s), Rule(s), Regulation(s) and Guideline(s) as issued by the concerned Statutory/Regulatory Authority(ies), that are applicable to the operations of the Company.

Pursuant to RBI Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs issued by RBI, followed by Master Direction - Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions, 2023, notified by RBI on October 19, 2023 (updated from time to time), read with RBI press release dated September 30, 2022, the Company is categorised as a NBFC - Upper Layer (NBFC- UL). The Board of the Company was required to ensure that the stipulations prescribed in the SBR framework are adhered to within a maximum time-period of 24 months from the date of the aforesaid RBI's Press Release. The Company has put in place

necessary Board approved policies like Large Exposures Policy, Internal Capital Adequacy Assessment Policy, Compensation Policy for Key Managerial Personnel and Senior Management, Compliance Policy besides other policies & measures to ensure compliance with Regulations applicable to NBFC-UL within defined timeline.

Additionally, the Company has followed the applicable directions and guidelines as issued by the RBI, from time to time. These encompass various aspects including accounting standards, prudential norms, capital adequacy, credit rating, corporate governance, enhanced disclosure in annual report, liquidity management, information technology framework, fair practice code, fraud monitoring, risk management, capital market exposure norms, Know Your Customer (KYC) guidelines, maintenance of liquidity coverage ratio, and anti-money laundering measures etc.

Risk Management Framework

With the challenging macroeconomic conditions and uncertainties, there are heightened risks faced by the Company which can be inherent or market - related risks. There has been a continuous focus on identifying, measuring and mitigating risks by the Company. As a non-bank mortgage lender, the Company is exposed to various risks like credit risk, market risk (interest rate and currency risk), liquidity risk and operational risk (technology, employee, transaction and reputation risk). A key risk in the competitive home loans, and mortgage - backed funding in general, is losing customers that transfer out their loans for small gains in interest rates, this represents significant loss of opportunity to the Company given the long - term nature of mortgage loans.

The Board of Directors has adopted a Risk Management Policy for the Company which provides for identification of key events/ risks impacting the business objectives of the Company and attempts to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks. The Company has a Risk Management Committee (RMC) in place that comprises of its Directors and Members of its Senior Management team, who have rich industry experience across domains. The RMC met multiple times during the year and kept an active watch on the emergent risks the Company was exposed to. The Company's Chief Risk Officer (CRO) oversees the process of identification, measurement and mitigation of risks. The CRO reports directly to the Board and meets them multiple times, and at least once in a quarter, to discuss the risks faced by the Company and policies to mitigate them.

The Company's Credit Committee supports the RMC by identifying and mitigating credit risks to the Company by formulating policies on limits on large credit exposures, asset concentrations, standards for loan collateral, loan review mechanism, pricing of loans etc. The Credit Committee is

also responsible to frame approach and policies for customer retention, especially those customers that seek to transfer their loans out during interest rate cycles when the Company's interest rates may be misaligned higher than the best rates available from other lenders.

The Company has a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risks that arise from time to time. The Company also has a system for evaluating Grievance Redressal Mechanism and undertaking complete Root Cause Analysis (RCA) to ensure that the recurring grievances are avoided in future leading to improved customer service standards. Continuous evaluation of existing controls and requisite improvement/ strengthening based on the assessment is carried out to contain these risks. The Company encourages sound risk management culture within the organization.

Codes and Standards

In line with our commitment to responsible and ethical business conduct, the Company has continued its efforts to align its operations towards adherence with the Fair Practices Code (FPC) recommended by the regulator, the Reserve Bank of India (RBI), to promote good and fair practices by setting minimum standards in dealing with customers. The RBI has also issued comprehensive Know Your Customer (KYC) Guidelines and Anti Money Laundering Standards in the context of recommendations made by the Financial Action Task Force on Anti Money Laundering Standards. Company strives to ensure adherence through continuous process reviews, employee training, technological enhancements.

Cross Selling and Distribution of Financial Products and Services

One of the Company's key areas of focus is generating fee income by cross - selling and upselling various products to its customers. Leveraging on digital analytics, social media integration through its tech platform and its network of over 200 branches spread across country. The Company continues to stay engaged with its customers helping it better anticipate their needs, thus opening up cross - selling and resultant fee generation opportunities. The Company acts as an agent for multiple insurance companies and cross - sells life insurance and general insurance products to its customers, earning a commission on the premiums paid by the customers. The Company's insurance attachment rate is over 80%. The Company has also been successfully selling 2 - 3 different policies to its customers through its upselling efforts. Fee income represents a very important source of income for the Company and it continues to look at different avenues of generating and increasing its fee income.

Learning & Development

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

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

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

During the year, the employee training vertical of the human resources department conducted 63 online & offline training sessions for 1025 employees with 13274 man hours. The trainings covered various aspects such as customer relationship management, credit risk analysis, operational efficiency, fraud prevention amongst others.

DIVIDEND

As a Non-Banking Financial Company (NBFC) regulated by the Reserve Bank of India (RBI), the declaration of dividends is governed by the RBI's Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. These guidelines permit a maximum dividend payout ratio of 50% of profits, subject to meeting specified minimum prudential requirements.

While the Company recorded a profit on a standalone basis and could technically declare a dividend under the regulations, the Board noted that the consolidated financials reflected a loss. In view of this, and to uphold the spirit of the RBI guidelines, no final dividend was recommended for FY 2024-25.

During the year, the unclaimed dividend of ^0.59 Crores pertaining to the Financial Year 2017-18, got transferred to Investor Education and Protection Fund after giving due notice to the members.

Further, the Company has transferred 5,631 paid-up equity shares pertaining to the Financial Year 2017-18 in respect of which dividend has not been received or claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.

Those Members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or KFin Technologies Limited. Further, in compliance with the requirements, in terms of the notification issued by the Ministry of Corporate Affairs (MCA), the Company has till date transferred 39,275 fully paid-up equity shares in respect of which dividend has not been received or claimed for seven consecutive years from the Financial Year 200809 onwards to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.

Further, pursuant to the applicable provisions of SEBI (LODR) Regulations, 2015, the Dividend Distribution Policy of the Company is available on the website of the Company i.e. https://www.sammaancapital.com/ media/uploads/downloads/ihfl-dividend-distribution-poli cy-0436865001502456462-0046016001552484803.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Satish Chand Mathur (DIN: 03641285), Independent Director of the Company ceased to be director w.e.f. March 07, 2025, as he has completed his second term as an Independent Director.

Mr. Gagan Banga's designation as Vice Chairman is a remnant from the days when the erstwhile promoter was the Chairman of the Board. With the completion of the re-branding and de-promoterisation, the Company is today truly a board-run, professionally managed, and diversely held financial institution. As such, continuation of the 'Vice-Chairman' designation may inadvertently suggest a hierarchical distinction among the Board Members. Accordingly, the position of Vice-Chairman has been abolished w.e.f. September 03, 2025.

Mr. Banga will continue as Managing Director & CEO of the Company. This step aligns with his values of collaborative governance and reinforces the Company's ethos of equality and collective leadership at the Board level.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) and in terms of the Memorandum and Articles of Association (MOA) of the Company, Mr. Gagan Banga (DIN: 00010894), Whole-Time Director & Key Managerial Personnel and designated as Managing Director & CEO, of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

All the present Independent Directors of the Company have given declaration that they meet the criteria of Independence laid down under Section 149(6) of the Act and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations).

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

Mr Gagan Banga, Managing Director and CEO, Mr. Sachin Chaudhary, Whole-time Director, Chief Operating Officer, Mr. Mukesh Kumar Garg, Chief Financial Officer and Mr. Amit Kumar Jain, Company Secretary and Compliance Officer, of the Company, are the Key Managerial Personnel(s) of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SHARE CAPITAL

Authorized Share Capital

During the financial year 2024-25, there is no change in Authorized Share Capital of the Company. The Authorized Share capital of the Company as at March 31, 2025 stood at ^16,000,000,000 (Rupees Sixteen Billion only) divided into 3,000,000,000 (Three Billion) Equity Shares of ^2/- (Rupees Two only) each, and 1,000,000,000 (One Billion) Preference Shares of ^10/- (Rupees Ten only) each, as per the MOA of the Company.

Paid-up Share Capital A) Equity Share Capital

The paid-up Equity Share capital of the Company as on March 31, 2024, was ^1,149,877,823.05 comprises of 492,453,029 fully paid up Equity Shares (FPES) of face value of ^2 each, bearing ISIN INE148I01020 (Paid-up value ^2 each) and 246,226,515 partly paid up Equity Shares (PPES) having face value of ^2 each, bearing ISIN IN9148I01010 (Paid-up value ^0.67 each).

During the year, the Company had made the following allotments:

i) On June 17, 2024 - the Company had allotted 35,79,035 Equity Shares of face value of ^2 each on account of ESOP exercise under the 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'

ii) On September 06, 2024 - the Company allotted 24,57,898 Equity Shares on account of ESOP exercise under 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'

iii) On January 27, 2025 - the Company allotted 8,66,66,666 Equity Shares to qualified institutional buyers at the Issue price of ^150 per Equity Share, including a premium of ^148 per Equity Share (which includes a discount of ^1.09 per Equity Share, i.e., 0.72% on the floor price, as determined in terms of SEBI ICDR Regulations), aggregating to ^13,000 millions, pursuant to the QIP in accordance with provisions of SEBI ICDR Regulations.

Further, during the year under review, upon receipt of First and Final Call Money of ^100/- per PPES, the Company had converted:

i) 23,39,65,149 PPES into FPES on August 29, 2024;

ii) 74,30,279 PPES into FPES on October 08, 2024; and

iii) 18,17,874 PPES into FPES on November 30, 2024

After considering the above allotment during the year, the paid up Equity Share Capital of the Company as on March 31, 2025 was ^1,65,87,58,712.71 comprises of 82,83,69,930 fully paid up Equity Shares of face value of ^2 each, bearing ISIN INE148I01020 (Paid-up value ^2 each) and 30,13,213 partly paid up Equity Shares having face value of ^2 each, bearing ISIN IN9148I01010 (Paid-up value ^0.67 each).

Furthermore, the Company has not issued any Equity Shares with Differential rights.

B) Preference Share Capital

As on March 31, 2025, the Paid-up Preference Share Capital of the Company stood as Nil.

ESOP / SAR SCHEMES / SWEAT EQUITY

During the financial year, pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"), your Company created a new employee stock option scheme, the "Sammaan Capital Limited - Employee Stock Benefit Scheme 2024" (ESOP Scheme 2024). This scheme provides for the grant of 50,000,000 (five crore) options, each convertible into one equity share of the Company with a face value of ^2 each. The stock exchanges provided their in-principle approvals for ESOP Scheme 2024 on November 7, 2024.

Presently, the stock options / stock appreciation rights granted to the Employees operate under different schemes, namely, IHFL-IBFSL Employees Stock Option Scheme - 2008, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2019, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2021, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2023 and Sammaan Capital Limited - Employee Stock Benefit Scheme 2024, (hereinafter individually and/or collectively referred to as the "Scheme(s)").

There has been no variation in the terms of the options granted under any of the schemes and all the schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The Company has obtained a certificate from secretarial auditors on the same.

During the year under review, the Nomination & Remuneration Committee of the Company has on November 21, 2024:

i) Re-granted 2,00,00,000 (Two Crore) Stock Options under Indiabulls Housing Finance Limited - Employee Stock Benefit Scheme - 2023; and

ii) Granted 5,00,00,000 (Five Crore) Stock Options under Sammaan Capital Limited - Employee Stock Benefit Scheme 2024. representing an equal number of equity shares of face value of ^2/- each in the Company, at an exercise price of ^151/-.

The Committee vide its resolution February 14, 2025, had authorized Pragati Employee Welfare Trust (the "Trust") to purchase upto 1,36,45,000 (One Crore Thirty Six Lakhs Forty Five Thousand) Fully Paid-up Equity Shares of the Company in aggregate of face value of ^2/- each.

Accordingly, at the end of the FY 2025, the Trust held 1,58,70,000 Fully Paid-up Equity Shares of face value ^2/- each. No voting right has been exercised by the Trust in respect of such shares held by it.

During the FY 2024-25, no Sweat Equity Shares were issued by the Company.

The disclosures on ESOPs and SARs, as required under SBEB Regulations have been placed on the website of the Company at https://www.sammaancapital.com/agm.

During the year under review, an aggregate of 60,36,933 (Sixty Lacs Thirty Six Thousand Nine Hundred and Thirty Three) options were exercised by the eligible employees under Employees Stock Option Scheme, namely, 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013' on following dates:

i. On June 17, 2024, an aggregate of 35,79,035 (Thirty Five Lacs Seventy Nine Thousand Thirty Five) options; and

ii. On September 06, 2024, an aggregate of 24,57,898 (Twenty Four Lacs Fifty Seven Thousand Eight Hundred Ninety Eight) options.

FUND RAISED DURING THE YEAR

(a) Foreign Currency Convertible Bonds Issue

On April 03, 2024, your Company has raised

U.S.$350,000,000 by allotment of Senior Secured Social Bonds due 2027 (the 'Bonds') in accordance with Regulation S / Rule 144A of the U.S. Securities Act, 1933 and applicable Indian laws, comprising as under:

(b) Qualified Institutional Placement

On January 27, 2025, the Company has raised ~^13,000 million by allotment of 8,66,66,666 fully paid-up equity shares of face value ^2 each (the "Equity Share") at a price of ^150 per Equity Share, including a premium of ^148 per Equity Share to qualified institutional buyers through Qualified Institutional Placement.

(c) Non-Convertible Debentures (NCDs)

(i) Issuance of NCDs by way of Public Issue:

During the FY 2024-25, the Company has successfully raised an aggregate amount of ^698.07 Crores by way of allotment of Secured NCDs having a face value of ^1,000 each through Public Issue, in the manner as stated below:

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

(ii) Issuance of NCDs by way of Private Placement:

Further, the Company has also raised an aggregate amount of ^829 Crores by way of allotment of Secured NCDs having a face value of ^1,00,000 each through Private Placement, in the manner as stated below:

These NCDs are listed on BSE and NSE.

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

There are no NCDs which have not been claimed by the Investors or not paid by the Company after the date on which these NCDs became due for redemption.

(iv) Details about Perpetual Debt Instrument (PDI):

During the year under review, the Company has not raised any fund through issuance of PDI.

However, as on March 31, 2025, the Company has outstanding amount of ^100 Cr. which was raised through issuance of PDI on June 28, 2012, which form

0.56% of the amount of Tier 1 capital of the Company at the end of financial year under review. The Company has been paying interest on the aforesaid PDI on regular basis without any delay.

(d) Commercial Papers (CPs)

During the financial year under review, on February 25, 2025, your Company has raised an aggregate amount of ^50 Crores through issuance of CPs.

FIXED DEPOSITS

The Company being a non-deposit taking NBFC, has not accepted any deposits from the public, falling within the ambit of Chapter V of the Act, and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed at BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") under ISIN INE148I01020 (for fully paid up Equity shares) and under ISIN IN9148I01010 (for partly paid up Equity shares).

The listing fees payable to both the exchanges for the financial year 2024-25 and 2025-26 have already been paid prior due date.

The Foreign Currency Convertible Bonds ("FCCBs") are listed on Singapore Exchange Securities Trading Limited ("SGX").

The NCDs issued through Public Issue and on Private Placement basis are listed on Debt/WDM segment of NSE and BSE.

Further, during the period under review, your Company has issued 9.70 percent. Senior Secured Social Bonds due 2027 (the "Bonds") aggregating to U.S. $350 million on April 03, 2024, which is listed with India International Exchange (IFSC) Limited ("India INX").

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS, 2015

The information required to be disclosed pursuant to Section 134 and Section 197 of the Act, read with the relevant rules (to the extent applicable) and SEBI (LODR) Regulations, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

AUDITORS

(a) Statutory Auditors

During the period under review the Joint Statutory Auditors 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) (member firm of Mazars, an international audit, tax and advisory firm based in France) and Messrs Arora & Choudhary Associates, Chartered Accountants (Firm Registration No. 003870N issued by the Institute of Chartered Accountants of India) had completed their term as a Joint Statutory Auditors after conclusion of 19^th Annual General Meeting (AGM) of the Company held on September 27, 2024.

Further, on the basis of recommendation of the Audit Committee and Board of Directors, the Shareholders of the Company in their 19^th AGM, approved the appointment of M/s. Nangia & Co LLP, Chartered Accountants (ICAI Firm Registration No. 002391C/N500069) and M/s. M Verma & Associates, Chartered Accountants (ICAI Firm Registration No. 501433C), as new Joint Statutory Auditors of the Company, in place of retiring Joint Statutory Auditors whose tenure expired at the conclusion of the 19^th AGM, to hold office from conclusion of the 19^th AGM till the conclusion of 22^nd AGM of the Company to conduct the audit of accounts of the Company for the financial years ending March 31, 2025, March 31, 2026 and March 31, 2027.

During the financial year 2024-25, the total remuneration paid by the Company (excluding Certification Fee plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company) to M/s. Nangia & Co LLP and M/s. M Verma & Associates, was ^1,80,00,000 and ^60,00,000 respectively.

The Report of Joint Statutory Auditors for the FY 202425, forms part of this Report. The Joint Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

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

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

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, based on the recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on February 11, 2025, had appointed M/s. Neelam Gupta & Associates, a Peer Reviewed firm of Company Secretaries in Practice having Unique code: S2006UP86800, as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the FY 2024-25.

The Company has provided all assistance, facilities, documents, records and clarifications etc., to the Secretarial Auditors for the conduct of their audit for FY 2024-25. The Report of Secretarial Auditors for is annexed as "Annexure 1", forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Compliance Report pursuant to Regulation 24A of SEBI (LODR) Regulations, is annexed as "Annexure 2", forming part of this Report.

The Secretarial Audit Report of material subsidiary company namely, Sammaan Finserve Limited (formerly Indiabulls Commercial Credit Limited) ("SFL") is annexed as "Annexure 3" forming part of this Report.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, effective from December 13, 2024, SEBI amended the provisions of Regulation 24A - 'Secretarial Audit and Secretarial Compliance Report', of the SEBI Listing Regulations, and stipulated

that the appointment/ re-appointment of an individual as a secretarial auditor cannot be for more than one term of 5 (five) consecutive years and in case the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms of 5 (five) consecutive years and such an appointment/re-appointment is required to be approved by the members of the company at its annual general meeting, basis recommendation of the board of directors and also stipulated that any association of the individual or the firm as the secretarial auditor of the listed entity before March 31, 2025, is not required to be considered for the purpose of calculating the tenure of the secretarial auditor.

SEBI vide its Frequently Asked Question (FAQ) on the aforesaid amendment, has clarified that 'the tenure of appointment of Secretarial Auditor cannot be for a period less than five years'.

In view of the aforesaid amended requirement, basis the recommendation of the Audit Committee, the Board at its meeting held on September 3, 2025, has recommended the appointment of M/s Neelam Gupta & Associates, a Peer Reviewed firm of Company Secretaries in Practice having Unique code: S2006UP86800, (who is present Secretarial Auditors of the Company and also well aware with the business and functioning of the Company), as the Secretarial Auditor, for a period of 5 (five) consecutive financial years commencing from April 01, 2025 to March 31, 2030, to undertake secretarial audit and issue the necessary secretarial audit report for the aforesaid period.

(c) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.

(d) Disclosure regarding default made good in compliance with Adjudication Orders issued by Registrar of Companies, NCT of Delhi & Haryana and with regard to Compounding Applications filed with Regional Director, Nothern Region, New Delhi, in respect of past years

Ministry of Corporate Affairs (MCA) during the course of supplementary inspection under section 206(5) of the Companies Act, 2013 had inter alia observed alleged default of Section 134 regarding non-disclosure in the earlier Director's Report, for the undermentioned financial years, that:

(i) during the FY 2017-18, 2018-19, 2019-20 & 2020-21, the title deed of freehold land located at Lal Dora Village of Bijwasan, New Delhi, District Mehsana, Ahmedabad and during the FY 2017-18 and 2018-19, the title deed of land at District Mehsana, Plot No. 19, Village Jamnapur, Rabariwas Taluka, Ahmedabad and Flat No.:- B-2002, lndiabulls Green, Chennai were not in the name of the Company and such properties were mortgaged as security towards Secured NonConvertible debentures issued by the Company.

(ii) for the year 2021-22 as per note no.47 r/w note no. 8 to the financial statement of the Company stated about possible impact on the Company performance due to Outbreak of Covid-19 Virus, and it further mentioned that the Company's performance continued to be dependent on future development, which was uncertain, including among other thing, the risk of another wave of infections and action to contain its spread, including lockdown.

In this regard, in order to make good the said alleged default, to get the matter compounded by the competent authority and in compliance with the Adjudication Orders passed by Registrar of Companies, NCT of Delhi & Haryana (ROC), it is hereby disclosed that the Deed of Declaration for the land located at Lal Dora Village of Bijwasan, New Delhi have already been executed and the said property is now in the name of Sammaan Capital Limited in the revenue records. As regards, the land at District Mehsana, Ahmedabad necessary applications have been filed with the concerned revenue authorities for getting it in the name of the Company which has been approved and the mutation execution is in process. Also, the Flat No.:- B-2002, lndiabulls Green, Chennai has been transferred in the name of Sammaan Capital Limited. Regarding the land at District Mehsana, Plot No. 19, Village Jamnapur, Rabariwas Taluka, Ahmedabad necessary applications have been filed with the concerned revenue authorities for getting it in the name of the Company which has been approved and the mutation execution is in process.

Further, as regards the statutory disclosure made by the Auditors under the head Emphasis of Matter in their Audit Report for FY 2021-22 and the note captured at Note no. 47 of the Notes to Accounts for the FY 2021-22 about possible impact on the Company performance due to Outbreak of Covid-19 Virus, it is hereby disclosed that the relevant information was self-explanatory, also discussed in detail in MDNA section and forms integral part of the Annual Report for the FY 2021-22 and was relevant at that point of time. However, the desired disclosure is captured above in order to make good the alleged default.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects as per its CSR Policy available on your Company's website https://www. sammaancapital.com/media/uploads/downloads/csr-policy- ihfl-0407987001462461867-0770049001552484537.pdf and the details are contained in the Annual Report on CSR Activities given in "Annexure 4", forming part of this Report. These projects are in accordance with Schedule VII of the Act, read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2025 and the profit and loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the Employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.