Indostar Capital Finance Ltd

Dear Members,

Your Directors are pleased to present the 15^th Annual Report on the affairs of your Company together with the audited financial statements for the financial year ended March 31, 2024.

The key highlights of the audited standalone financial statements of your Company for the financial year ended March 31, 2024 and comparison with the previous financial year ended March 31, 2023 are summarized below:

(' in crore)

The financial highlights tabulated above are based on the requirement of the Reserve Bank of India ("RBI") Master Direction - Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023, the circulars, directions, notifications issued by the RBI from time to time ("RBI Directions") and provisions of the Companies Act, 2013 (the "Act") read with Rules made thereunder. For details of Reserves and Surplus of the Company, please refer Note No. 21 of the audited standalone financial statements of the Company for the financial year ended March 31, 2024.

Details on performance of your Company has also been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

In terms of the Dividend Distribution Policy of the Company, dividend shall be declared / recommended

on the equity shares of the Company, keeping in view the Company's objective of meeting the long-term capital requirement for the business from internal cash accruals and appropriately rewarding shareholders. Details of the Dividend Distribution Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report and is also available on the website of the Company at https://www.indostarcapital.com/inv estors-corner#investor-services.

Due to carry forward losses of previous years and in-availability of sufficient profits of the current year, directors do not recommend any dividend for the financial year under review.

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

In terms of Section 129 of the Act read with Rules framed thereunder, audited consolidated financial statements of the Company and its subsidiaries shall be laid before the ensuing Annual General Meeting of the Company along with the audited standalone financial statements of the Company for the financial year ended March 31, 2024.

The audited standalone and consolidated financial statements together with Auditor's Report(s) thereon along with the salient features of the financial statements of the subsidiaries of the Company in the prescribed Form AOC - 1 forms part of the Annual Report and are also available on the website of the Company at https://www.indostarcapital.com/invest ors-corner#investor-relations.

In terms of Section 186(11) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, the provisions of Section 186 in respect of loans made, guarantees given or securities provided or any investment made by the Company are not applicable to the Company.

Further, pursuant to the provisions of Section 186(4) of the Act, the details of investments made by the Company are given in the Note no. 6 of the audited standalone financial statements.

Your Company has 2 (two) wholly-owned subsidiaries namely, IndoStar Home Finance Private Limited ("IHFPL") and IndoStar Asset Advisory Private Limited ("IAAPL"). Your Company does not have any joint venture(s) / associate company(ies) within the meaning of Section 2(6) of the Act.

During the year under review, there has been no change in the nature of business of the subsidiary companies and there were no additions / deletions in the number of subsidiaries of your Company.

The audited standalone financial statements of each of the subsidiaries are available on the website of the Company at https://www.indostarcapital.com/ investors-corner. Members interested in obtaining a copy of the audited standalone financial statements of the subsidiaries may write to the Company Secretary at the Registered & Corporate Office of the Company or at investor.relations@indostarcapital.com.

In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Company's Policy for Determining Material Subsidiary, IHFPL continue to be a material subsidiary of your Company. Further, pursuant to the requirement of appointing an Independent Director of the Company on the board of directors of IHFPL in terms of explanation to Regulation 24(1) of the Listing

Regulations, Ms. Naina Krishna Murthy, Independent Director of the Company, has been appointed as Independent Director on the Board of IHFPL w.e.f. April 22, 2024.

The Audit Committee reviews the financial statements of subsidiaries of the Company, the investments made by its subsidiaries and the statement of all significant transactions and arrangements entered into by the subsidiaries, if any, in terms of the Listing Regulations. The minutes of board meetings of the unlisted subsidiary companies and presentations on financial performance of material subsidiary, are placed before the Board.

IHFPL is registered with the National Housing Bank to carry on the business as a housing finance institution without accepting public deposits and primarily focuses on providing affordable home finance. IHFPL commenced business operations in mid of 2017 and has built a quality and profitable portfolio of over ' 2,270 crore as on March 31, 2024. IHFPL operates in 9 states across India through various branches and has an employee base of over 932 employees as on March 31, 2024.

During the year under review, the total income of IHFPL was ' 290.43 crore (previous year: ' 209.24 crore). The operations of IHFPL during the year under review has resulted in profit after tax of ' 44.10 crore (previous year: ' 37.78 crore). The other key performance indicators of IHFPL are: (a) Return on Assets: 2.9%; (b) Capital to Risk Weighted Assets Ratio: 57.35%; (c) Debt-Equity Ratio: 2.64x; (d) Assets Under Management: ' 2,270 crore which is 40% YoY growth; (e) Disbursements: ' 937 crore; (f) Gross Stage 3 assets: 1.13%; and (g) Cash & cash equivalent including undrawn lines: ' 397 crore.

The Board of Directors and Members of the IHFPL in order to rebrand the Company with the Company's undertakings in the housing finance business, which will also aid in building its individual recognition and goodwill in the market has approved the name of the Company to be changed from "IndoStar Home Finance Private Limited" to "Niwas Housing Finance Private Limited" which shall become effective from the date of issue of fresh certificate of incorporation by the Registrar of Companies and approval of the other regulatory authority(ies) as may be required.

Subsequent to the year under review, IHFPL received the certificate of registration to act as Corporate Agent from the Insurance Regulatory and Development Authority of India (IRDAI) dated 19 August 2024.

IAAPL is enabled under its objects to carry on the business of inter-alia advising, managing, providing investment advisory services, financial advisory services, management and facilitation services.

IAAPL acted as an investment manager to IndoStar Credit Fund and IndoStar Recurring Return Credit Fund, both, Category II Alternative Investment Funds registered with the Securities and Exchange Board of India ("SEBI") and has applied to SEBI for surrendering the registration of IndoStar Credit Fund and IndoStar Recurring Return Credit Fund and the applications are under process.

During the year under review, the total income of IAAPL was ' 0.19 crore (previous year: ' 0.16 crore) and the Profit after tax was ' 0.12 crore (previous year: Profit after tax was ' 0.10 crore).

In terms of the Listing Regulations and the RBI Directions, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Pursuant to Regulation 34 of the Listing Regulations, detailed BRSR report, in the format as prescribed by Securities and Exchange Board of India ("SEBI"), describing various initiatives taken by the Company towards the Environmental, Social and Governance aspects forms part of this Report and has been provided at Annexure V to this Boards report and is also available on the website of the Company at https://www.indostarcapital.com/investors-corner#i nvestor-relations.

The Corporate Governance Report for the year under review, including disclosures as stipulated under Regulation 34 read with Schedule V of the Listing Regulations and the RBI Directions is annexed to and forms an integral part of this Board's Report.

A certificate from M/s. Mehta & Mehta, Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the Corporate Governance Report.

During the year under review, the Company received the certificate of registration to act as Corporate Agent from the Insurance Regulatory and Development Authority of India (IRDAI) dated 21 February 2024.

The Company, subsequent to the year under review, launched new product viz. Micro Loan Against Property with an intention to diversify portfolio in different products. The Company introduced Micro LAP (Loan Against Property) product as a risk mitigation strategy for the Company which is primarily focused on commercial vehicle loans financing activities, justification for the same includes: diversification of portfolio, collateral security, stable asset class, market demand etc.

The Members, at its Extra-Ordinary General Meeting of the Company held on 22 March 2024 approved increase in authorized share capital of the Company from (i) ' 1,650,000,000/- (Indian Rupees One Hundred and Sixty Five Crore only) divided into: (a) 152,500,000 (Fifteen Crore Twenty Five Lakh) equity shares of ' 10 (Indian Rupees Ten only) each, amounting to 1,525,000,000 (Indian Rupees One Hundred and Fifty Two Crore and Fifty Lakh Only); and (b) 12,500,000 (One Crore Twenty Five Lakh) preference shares of ' 10 (Indian Rupees Ten only) each, amounting to 125,000,000 (Indian Rupees Twelve Crore Fifty Lakh Only) to (ii) ' 2,000,000,000 [Indian Rupees Two Hundred Crore Only] divided into (a) 187,500,000 (Eighteen Crore Seventy Five Lakhs) equity shares of ' 10 (Indian Rupees Ten only) each, amounting to ' 1,875,000,000 (Indian Rupees One Hundred Eighty Seven Crores Fifty lakhs); and (b) 12,500,000 (One Crore Twenty Five Lakh) preference shares of ' 10 (Indian Rupees Ten only) each, amounting to 125,000,000 (Indian Rupees Twelve Crore Fifty Lakh Only) and consequent alteration in Clause v(a) of the Memorandum of Association of the Company.

As on March 31, 2024 and as on the date of this report, the issued, subscribed and paid-up share capital of the Company stands at ' 1,360,792,950 divided into 136,079,295 equity shares of ' 10 each.

*25% of the total consideration. Balance 75% to be received upon conversion of warrants into Equity shares.

Subsequent to the year under review, pursuant to the special resolutions passed at the Extra Ordinary General Meeting of the Company held on 22 March 2024, the Company issued and allotted convertible warrants as per following details:

Your Company has not issued any sweat equity shares or equity shares with differential voting rights. None of the Directors on the Board of the Company as on March 31, 2024, holds any instruments convertible into Equity Shares of the Company.

Your Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Further, your Company being an NBFC, the disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

Your Company has diversified funding sources including public sector banks, private sector banks, mutual funds, insurance companies and financial institutions. Funds were raised through various modes including bank borrowings, issuance of non-convertible debentures on private placement basis, issue of commercial paper and sale / assignment / securitization of loan assets of the Company etc.

During the year under review, your Company has raised additional funds from inter-alia, following sources (i) 762.50 crore as bank borrowings (outstanding as on March 31, 2024: ' 1,306.01 crore); (ii) ' 2,455 crore through issuance of non-convertible debentures (outstanding as on March 31, 2024: ' 3,248.00 crore); and (iii) ' 1,090 crore by securitization of loan assets of the Company. Subsequent to the year under review, the Company raised ' 660.00 crore through

issue of commercial paper. Funds raised through private placement of debentures were utilized for the purpose mentioned in the respective offer documents. Till the pending utilization of funds for stated purpose, the funds were temporarily invested in mutual funds/Banks FDs/ maintained a balance in current accounts.

During the year under review, the Board of Directors at its meeting held on 24 January 2024, approved issue of listed, rated, secured, redeemable, non-convertible debentures ("NCDs"), aggregating up to ' 500 crore (Rupees Five hundred crore) in one or more series/ tranches including option of oversubscription (Greenshoe Option), if any, to investors eligible under applicable law by way of public issue ("the Public Issue"), which is within the limit approved by the shareholders of the Company at the Annual General Meeting held on 30 August 2019 and the draft prospectus for issue of NCDs aggregating up to ' 300 crore (Rupees Three hundred crore was filed on 29 July 2024 and In-principle approval for the same was received on 12 August 2024 from Bombay Stock Exchange.

Credit Ratings assigned to the Company as on March 31, 2024 is summarized below:

Your Company continues to be adequately capitalized and is in compliance with capital adequacy norms prescribed by the Reserve Bank of India. Your Company has sufficient liquidity to satisfy its short-term and long-term liabilities.

During the year under review, CARE Ratings Limited upgraded the long-term rating to "CARE AA-"; re-affirmed short-term rating at "CARE A1+" while retaining outlook as "Stable".

During the year under review, while CRISIL did not revise the long-term or short term rating and retained them at CRISIL AA- and CRISIL A1+ respectively; while

it removed Rating Watch with Negative Implications and assigned "Negative" outlook.

Your Company's Debt Equity ratio as on March 31, 2024 stood at 1.96

Your Company is well capitalized to provide adequate capital for its continued growth. As on March 31, 2024, the Capital to Risk Assets Ratio ("CRAR") of your Company stood at 28.87% well above the regulatory limit of 15% as prescribed by the RBI for NBFCs.

The Net Owned Funds of your Company as on March 31, 2024 stood at ' 1,741.26 crore.

Your Company endeavors to comply with the direction(s), circular(s), notification(s) and guideline(s) issued by the Reserve Bank of India as applicable to your Company as a Middle-layer non-deposit taking non-banking financial company ("NBFC").

Your Company has complied with the provisions of the extent circulars, regulations and guidelines related to foreign investment in India, with respect to the downstream investments.

In terms of the RBI Circular dated 11 April 2022 on Compliance Function and Role of Chief Compliance Officer (CCO) - NBFCs, the Board of Directors, on recommendation of Nomination and Remuneration Committee, through circular resolution, approved appointment of Ms. Rashmita Prajapati as Chief Compliance Officer of the Company for a period of 5 (five) years with effect from 7 August, 2023.

Pursuant to the special resolution passed at its Extra-Ordinary General Meeting of the Company held on 22 March 2024, the Company, during the year under review, altered its Articles of Association of the Company with respect to the issuance of warrants convertible into equity shares of the Company, and for other ancillary matters in respect thereof, along with a clarificatory amendment to the article pertaining to further issue of shares by the Company.

Further, subsequent to the year under review, pursuant to the special resolution passed through postal ballot on 28 June 2024, the Company altered it Articles of Association of the Company with respect to increase in total number of directors from to the maximum of eight directors to maximum of nine directors.

During the year under review, IndoStar Capital and Everstone Capital Partners II LLC, members of the promoter and promoter group of the Company, have sold the 19,340,000 equity shares of the Company representing 14.21% of the total paid-up equity share capital through offer for sale by way of stock

exchange mechanism and the public shareholding in the Company has now increased upto 25% and accordingly the Company is in compliance with the minimum public shareholding norms with effect from May 5, 2023, as required under Regulation 38 of the Listing Regulations.

During the year under review, the Company shifted its registered office from "Unit No. 505, 5th Floor, Wing 2/E, Corporate Avenue, Andheri - Ghatkopar Link Road, Chakala, Andheri (East), Mumbai - 400099 to Silver Utopia, 3rd Floor, Unit No 301-A, Opposite P & G Plaza, Cardinal Gracious Road, Chakala, Andheri (E), Mumbai - 400099 with effect from December 5, 2023.

At present, the Board of Directors of your Company comprises 9 (nine) Directors of which 3 (three) are Non-Executive Independent Directors of whom one is a Woman Director, 4 (four) are Non-Executive Non-Independent Directors and 2 (two) are Executive Directors. The Chairman of the Board of Directors is a Non-Executive Independent Director. The Board composition is in compliance with the requirements of the Act, the Listing Regulations and the RBI Directions. Detailed composition of the Board of Directors of the Company has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the Listing Regulations, the RBI Directions and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee ("NRC") exercises due diligence inter-alia to ascertain the 'fit and proper' status of person who is proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, Mr. Munish Dayal, Non-Executive Non-Independent Director, resigned from the Board of Directors of the Company with effect from 8 September 2023. The Board of Directors places on record its sincere appreciation for the valuable contribution and guidance provided by Mr. Dayal, during his association with the Company.

Subsequent to resignation of Mr. Dayal, upon nomination by BCP V Multiple Holdings Pte. Ltd., in terms of the shareholder's agreement dated 31 January 2020 executed among the Company, BCP V Multiple Holdings Pte. Ltd. and Indostar Capital, the Board of Directors, upon recommendation of Nomination and Remuneration Committee, through

of the Directors on the Board of the Company as on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Director on the Board of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such statutory authority, forms part of the Governance Report which is annexed to and forms an integral part of this Board's Report.

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, Mr. Jitendra Bhati resigned as Company Secretary and Compliance officer of the Company with effect from close of business hours of April 17, 2023 and Ms. Shikha Jain was appointed as Company Secretary and Compliance officer of the Company with effect from April 18, 2023.

Following are the KMPs of the Company as on date of this Board's Report:

circular resolution passed on 8 September 2023 approved appointment of Mr. Devdutt Marathe as Additional Non-Executive Non-Independent Director with effect from 8 September 2023. Further, in terms of notice(s) received under Section 160 of the Act, proposing candidature of Mr. Marathe, the shareholders at the 14th Annual General Meeting of the Company held on 18 September 2023 approved the appointment of Mr. Marathe, as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Subsequent to the year under review, the Board of Directors, upon recommendation of Nomination and Remuneration Committee, at their meeting held on 13 May 2024, approved and recommended appointment of Mr. Randhir Singh as the Whole Time Director and Executive Vice Chairman of the Company to the shareholders of the Company. The shareholders approved the appointment of Mr. Randhir Singh as the Whole Time Director and Executive Vice Chairman by passing a special resolution through postal ballot on 28 June 2024 effective from the date as may be decided by the Board of Directors/its committee. Mr. Randhir Singh assumed office as the Whole Time Director and Executive Vice Chairman of the Company with effect from 22 July 2024.

In terms of Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Dhanpal Jhaveri (DIN: 02018124) and

Mr. Aditya Joshi (DIN: 08684627), shall retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting of the Company. Brief profiles of Mr. Dhanpal Jhaveri and Mr. Aditya Joshi have been included in the notice convening the ensuing Annual General Meeting.

None of the Independent Director(s) on the Board of Directors of the Company is due for re-appointment.

During the year under review, none of the Independent Director(s) on the Board of Directors of the Company had resigned before the expiry of their respective tenure(s).

Based on the declarations and confirmations received in terms of the provisions of the Act, the Listing Regulations and the RBI Directions, none of the Directors on the Board of your Company are disqualified from being appointed / continuing as Directors.

A certificate from H Choudhary & Associates, Practicing Company Secretary, confirming that none

The Board and Committees meet at regular intervals inter-alia to discuss, review and consider various matters including business performance, strategies, policies and regulatory updates and impact. During the year under review, the Board met 12 (twelve) times and several meetings of Committees including the Audit Committee were held. Details with respect to the meetings of the Board of Directors and Committees held during the year under review, including attendance by Directors / Members at such meetings have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

In terms of provisions of Section 118 of the Act, your Company is in compliance with Secretarial Standards on Meetings of the Board of Directors and Secretarial Standards on General Meeting issued by the Institute of Company Secretaries of India.

The Board of Directors, in compliance with the requirements of various laws applicable to the Company, as part of good corporate governance practices and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees.

The Board of Directors has amongst others, constituted the following:

• Audit Committee,

• Risk Management Committee,

• Nomination & Remuneration Committee,

• Asset Liability Management Committee,

• Corporate Social Responsibility Committee,

• Stakeholders Relationship Committee,

• Grievances Redressal Committee,

• IT Strategy Committee,

• IT Steering Committee,

• Borrowing Committee (erstwhile Debenture Committee),

• Credit Committee,

• Management Committee,

• Internal Complaints Committee(s),

• Banking Committee,

• ESG Working Review Committee and

• Disciplinary Committee.

• Debt- Public Issue Committee

• Retail Lending Committee

• Corporate Lending Committee

Detailed note on the composition of the Board and its committees, including its terms of reference and meetings held are provided in the Corporate Governance Report. The composition and terms of reference of the Committees of the Board of the Company is in line with the provisions of the Act, the Listing Regulations and RBI Directions.

In terms of the provisions of the Act and the Listing Regulations, the Board of Directors adopted a Board Performance Evaluation Policy to set out a formal mechanism for evaluating performance of the Board, that of its committee(s) and individual Directors including the Chairperson. Additionally,

in order to outline detailed process and criteria to be considered for performance evaluation, the Nomination & Remuneration Committee has put in place the 'Performance Evaluation Process - Board, Committees and Directors', which forms an integral part of the Board Performance Evaluation Policy.

In terms of the requirement of Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on 26 March 2024 to review the performance of the Non-Independent Directors including the Chairman and the Board, as a collective entity.

Subsequent to the year under review, the Board of Directors evaluated the performance of the Directors including Independent Directors, Committee(s) of the Board and the Board as a collective entity, during the year under review.

A statement indicating the manner in which formal evaluation of the performance of the Board, Committee(s) of the Board, individual Directors including the Chairman during the year under review was carried out, is provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

In compliance with the requirements of the Listing Regulations, the Company has adopted and put in place a Familiarisation Programme for Independent Directors to familiarize Independent Directors inter-alia with the industry in which your Company and its subsidiaries operate, the Company's business model and its operations in order to give them an insight into the Company's business and its functioning. A formal letter of appointment is given to Independent Directors at the time of their appointment which lays down the fiduciary duties, roles and responsibilities of an Independent Director. The terms and conditions of appointment of Independent Directors is available on the website of the Company at https://www.indostarcapital.com/in vestors-corner#investor-services.

In terms of Regulation 46 of the Listing Regulations, the details of familiarization programmes imparted to the Independent Directors during the year under review including details of number of programmes and number of hours spent by each Independent Director are available on the website of the Company at https://www.indostarcapital.com/investors-corner #investor-services.

In terms of Section 178 (2) of the Act, the Listing Regulations and the RBI Directions, the Board of Directors adopted a 'Policy on Selection Criteria / "Fit & Proper" Person Criteria' inter-alia setting out parameters to be considered for appointment of Directors and Senior Management Personnel of the Company.

Subsequent to the year under review, the Board of Directors approved amendment to the above Policy in order to align the same with the Act, Listing Regulations and RBI Directions. Details of the Policy on Selection Criteria / "Fit & Proper" Person Criteria have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report and is also available on the website of the Company at https://www.indostarcapital.com/inv estors-corner#investor-services.

In terms of Section 178 of the Act and the Listing Regulations, the Board of Directors adopted a Remuneration Policy inter-alia setting out the criteria for determining remuneration of Executive Directors, Non-Executive Directors, Senior Management and other employees of the Company.

During and subsequent to the year under review, the Board of Directors approved amendment to the above Policy in order to align the same with the RBI Directions. Details of the Remuneration Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report. The Remuneration Policy is also available on the website of the Company at https://www.indostarcapital.com/investors-corner#i nvestor-services.

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the

Company have been provided at Annexure III to this Board's Report.

Statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered & Corporate Office of the Company during working hours for a period of 21 days before the date of the ensuing 15th Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered & Corporate Office of the Company or at investor.relations@indostarcapital.com.

The Board of Directors confirm that remuneration paid to the Directors was as per the Remuneration Policy of the Company.

Your Company believes that its success and ability to achieve its objectives is largely determined by the quality of its workforce and recognises that not only good employment opportunities but also additional motivating mechanisms are needed to incentivize employees and aligning their interest with the interest of the Company. In recognition of the said objective, the Company adopted and implemented IndoStar ESOP Plan 2012 ("ESOP 2012"), IndoStar ESOP Plan 2016 ("ESOP 2016"), IndoStar ESOP Plan 2016-II ("ESOP 2016-II"), IndoStar ESOP Plan 2017 ("ESOP 2017") and IndoStar ESOP Plan 2018 ("ESOP 2018") (collectively referred to as "ESOP Plans") to attract, retain, motivate and incentivise employees of the Company and its holding / subsidiary companies.

The ESOP Plans of the Company are implemented and administered by the Nomination & Remuneration Committee.

The Board of Directors confirms that the ESOP Plans are in compliance with the provisions of the act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SBEB & SE Regulations").

Subsequent to the year under review, pursuant to the special resolution passed through Postal Ballot on 28 May 2024, the shareholders of the Company approved the amendment to the IndoStar ESOP Plan 2018 ("ESOP 2018"), to retain top talent and to ensure that the NRC has the requisite powers to ensure that the ESOP 2018 provides the NRC the flexibility to customise the grant, vesting and exercise conditions for the various levels of employees and those which meet industry remuneration standards.

Disclosures in terms of Regulation 14 of the SBEB & SE Regulations , are available on the website of the Company at https://www.indostarcapital.com/invest ors-corner#investor-services.

During the year under review, in terms of the provisions of the Act and in order to comply with the guidelines issued by RBI on 27 April 2021 for appointment of statutory auditors for NBFCs, the Deloitte Haskins and Sells LLP ceased to hold the office of Statutory Auditors of the Company from the conclusion of 14th Annual General Meeting and M S K A & Associates, Chartered Accountants, (Firm registration no. 105047W), Mumbai were appointed as the Statutory Auditors of the Company, for a period of three (3) consecutive years from the conclusion of the 14th Annual General Meeting until the conclusion of the 17th Annual General Meeting.

The Statutory Auditors have issued their unmodified opinion, both on standalone and consolidated financial statements, for the financial year ended March 31, 2024. They have not highlighted any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors have not reported any incidents of material fraud to the Audit Committee of the Board during the financial year 2023-24. The notes to the accounts referred to in the auditor's report are self-explanatory and therefore do not call for any further explanation and comments.

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta & Mehta, Company Secretaries, to conduct the Secretarial Audit for the financial year under review.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. Mehta & Mehta, Company Secretaries, is attached as Annexure I to the Board's Report.

Ms. Mehta & Mehta, Company Secretaries, in their report on the secretarial audit of your Company for the financial year ended March 31, 2024 have submitted following remarks/qualifications:

a. As per Regulation 24A (2) of SEBI (LODR) Regulation, 2015, the Company shall submit a secretarial compliance report to stock exchanges within sixty days from end of each financial year however the report in pdf and xbrl formats have been filed on a delayed date.

b. As per Regulation 47 (3) of SEBI (LODR) Regulation, 2015, the Company shall publish in

newspaper the financial results within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved however the same was delayed by one day.

c. As per Regulation 60(2) of SEBI (LODR) Regulation, 2015, delayed notice has been given to the stock exchange for the record date.

d. As per Regulation 29 (2) of SEBI (LODR) Regulation, 2015, prior intimation to be given to the Stock Exchange for fund raising has not been given by the Company.

e. As per Regulation 30 of SEBI (LODR) Regulation, 2015, delayed intimation has been given to the National Stock Exchange for the appointment of Mr. Devdutt Marathe & Resignation of Mr. Munish Dayal.

The delay in submissions were inadvertent and due to human error. The Company has since been working to put in place adequate systems and automation tools to strengthen its governance and to ensure no such instances were repeated in future. The Company would be more cautious and ensure the compliance are done on time.

In terms of Regulation 24 A(2) of the Listing Regulations, Annual Secretarial Compliance Report with respect to all applicable compliances under regulations and circulars / guidelines issued by the Securities and Exchange Board of India from M/s. Mehta & Mehta, Company Secretaries in prescribed format for the financial year ended March 31, 2024 has been submitted to the

stock exchanges.

A copy of the secretarial audit report for the financial year 2023-24 issued to IndoStar Home Finance Private Limited, a material unlisted subsidiary of the Company is attached as Annexure II to the Board's Report.

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by the Company.

In terms of Section 177(9) and Section 177(10) of the Act and the Listing Regulations, the Board of Directors adopted a Whistle Blower Policy / Vigil Mechanism, inter-alia to provide a mechanism for Directors and employees of the Company to approach the Audit Committee of the Company and to report genuine concerns related to the Company. The Whistle Blower Policy / Vigil Mechanism provides

for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

During the year under review, the Board of Directors approved amendment to Whistle Blower Policy / Vigil Mechanism to replace the name of Vigilance and Ethics Officer pursuant to resignation of Mr. Jitendra Bhati and appointment of Ms. Shikha Jain as Company Secretary and Compliance Officer of the Company. Details of the Whistle Blower Policy / Vigil Mechanism have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and in light of your Company's philosophy of being a responsible corporate citizen, the Board of Directors adopted a CSR Policy which lays down the principles and mechanism for undertaking various projects / programs as part of Company's CSR activities. During the year under review, the Company was not required to spend any amount towards CSR activities as required under Section 135 of the Act and hence, disclosure pursuant to Section 134(3)(o) of the Act is not applicable to the Company.

Subsequent to the year under review, the Board of Directors approved amendment to Corporate Social Responsibility Policy to include "promotion of sports" as of the CSR project/activity and other regulatory amendments in line with the Act. Details of the composition of the CSR Committee and the CSR Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major risks identified by the business and functions, if any, are systematically addressed through mitigating actions on a continuing basis. The Board of Directors have adopted a Risk Management Framework and Policy which inter-alia integrates various elements of risk management into a unified enterprise-wide policy.

The Risk Management Committee of the Company has not identified any elements of risk which in their opinion may threaten the existence of your Company. Details of the risks and concerns relevant to the Company are discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

In terms of the RBI Directions and in order to have strengthen the risk management framework, the Company has appointed Chief Risk Officer ("CRO") and have adopted a policy on Independence of the CRO. In order to ensure that the Company maintains high standards of risk management practices, the CRO functions independently with no relationship with business verticals of the Company and reports to the Risk Management Committee. The CRO is inter-alia entrusted with the responsibility of identifying, measuring and mitigating risks which may affect the Company and putting in place and monitoring the risk management policies and practices of the Company.

Subsequent to the year under review, the Board of Directors approved amendment to Risk Management Framework of the Company with the intention make it more robust and to meet the requirement of the today's business environment.

During the year under review, the Board of Directors through resolution passed through circulation, on recommendation of Nomination & Remuneration Committee and Risk Management Committee, appointed Mr. Nitin Gyanchandani as Chief Risk Officer of the Company with effect from 17 July 2023 for the period of 5 years.

Details of the Risk Management Framework and Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

Your Company's well-defined organizational structure, documented policies, defined authority matrix and internal controls ensure efficiency of operations, compliance with internal system / policies and applicable laws. The internal control system / policies of your Company are supplemented with internal audits, regular reviews by the management and checks by external auditors. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Company's policies. The Audit Committee monitors the internal controls system / policies of your Company. The Risk Management Committee and the Audit Committee periodically review various risks associated with the business of the Company along with risk mitigants and ensure that they have an integrated view of risks faced by the Company. The Board of Directors is of a view that your Company's internal control systems are commensurate with the nature of its business, size and complexity of operations.

The Statutory Auditors and the Internal Auditors of the Company also provide their confirmation that the internal financial control framework is operating effectively.

During the year under review, the Statutory Auditors have not reported any instances of material fraud in the Company committed by officers or employees of the Company to the Audit Committee under Section 143(12) of the Act.

The Company has in place an effective Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organisation's Risk Management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit (RBIA) approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated 3rd February 2021. The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems. Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

Compliance Certificate in terms of Regulation 17(8) of the Listing Regulations on the audited financial statements and other matters prescribed therein, submitted to the Board of Directors by the CEO and CFO of the Company, for financial year ended March 31, 2024, is enclosed herewith at Annexure IV to this Board's Report.

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm's length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. Hence, disclosure in Form AOC-2 under Section 134(3) (h) of the Act, read with the Rule 8 of

the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Prior approval of the Audit Committee is obtained for all Related Party Transactions ("RPTs") including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm's length in accordance with the Policy on Related Party Transactions of the Company. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of Listing Regulations, disclosures of RPTs are submitted to the Stock Exchanges on a half-yearly basis and published on the Company's website at https://www.indostarcapital. com/investors-corner/#investor-relations.

Disclosure of the related party transactions as required under Ind AS - 24 are reported in Note 32 of the audited standalone financial statements of the Company for the financial year ended March 31, 2024.

Details of the Related Party Transaction Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

In terms of Section 134(3)(a) and Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return as at financial year ended March 31, 2024 in prescribed form No. MGT-7 is available on the website of the Company at https://www.indostarcapital.com/investors-corner #investor-services.

Your Company is committed to create an environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors adopted a Care & Dignity Policy and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Considering geographic diversification across the country and increase in number of employees, the Board of Directors have constituted Regional Internal Complaints Committees for North, West, East and South regions.

During the year under review, one complaint related to sexual harassment was received by the Internal Complaints Committee and the Regional Internal Complaints Committees and the same was disposed off. There are no complaints pending as on March 31, 2024.

Details of unclaimed dividends and equity shares which are transferred to the Investor Education and Protection Fund and Investor Education and Protection Fund authority are mentioned in the General Shareholders' Information which forms a part of the Corporate Governance Report.

During the year under review, there has been no change in the nature of business of your Company.

No material changes and commitments affecting the financial position of your Company have occurred between the end of year under review and date of this Board's Report.

During the year under review, no orders have been passed against your Company by any regulator(s) or court(s) or tribunal(s) which would impact the going concern status and / or the future operations of your Company.

During the year under review, your Company, in the capacity of a financial creditor, has not filed petitions before the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against its customers, being corporate debtors.

During the year under review, there has been no instance of one-time settlement with any Bank(s) or Financial Institution(s).

The operations of the Company are not energy intensive nor does they require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. The Company has, however, implemented various energy conservation measures across all its functions which are highlighted in the BRSR forming part of this Report.

During the year under review, your Company did not have any foreign exchange earnings and incurred foreign currency expenditure of ' 12.28 crore (Previous year foreign exchange expenditure: ' 40.19 crore).

To the best of our knowledge and belief and according to the information and explanations obtained by us, pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that Period;

c) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are required to be strengthened.

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Insurance Regulatory and Development Authority of India, the National Housing Bank, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, the National Stock Exchange of India Limited, the Depositories, Bankers, Financial Institutions, Debenture Trustees, Credit Rating Agencies, Members, Employees and Customers of the Company for their continued support and trust.

{Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014}

To,

The Members,

Office No- 301, Wing A, CTS No 477 Silver Utopia, Chakala Road,

Opposite Proctor and Gamble, Andheri (E), Sahargaon, Mumbai- India 400099

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IndoStar Capital Finance Limited (hereinafter called "the Company"). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliance and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed here under and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024, according to the provisions of:

(i) The Companies Act, 2013 ('the Act') and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment;

(v) The following Regulations and Guidelines

prescribed under the Securities and Exchange

Board of India Act, 1992 ('SEBI Act');

(a) The Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) The Securities and Exchange Board of

India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(e) The Securities and Exchange Board of

India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(f) The Securities and Exchange Board of

India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (during the period under review not applicable to the Company);

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (during the period under review not applicable to the Company);

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (during the period under review not applicable to the Company);

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (during the period under review not applicable to the Company);

(j) The Securities and Exchange Board of India (Debenture Trustee) Regulations, 2021;

(vi) Master Direction - Non-Banking Financial

Company - Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016; (up to the period it was effective) and thereafter Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023;

(vii) Master Direction - Know Your Customer (KYC) Direction, 2016;

(viii) Master Direction - Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016; (up to the period it was effective) and thereafter Master Direction - Reserve Bank of India (Filing of Supervisory Returns) Directions - 2024;

(ix) Master Direction - Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2016;

(x) Master Direction - Information Technology Framework for the NBFC Sector; (up to the period it was effective) and thereafter Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices;

(xi) Master Direction - Monitoring of Frauds in NBFCS (Reserve Bank) Directions, 2016.

We have examined compliance with the applicable

clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has

complied with the provisions of the Act, Rules,

Regulations, Guidelines etc except:

The Board of Directors of the Company is duly constituted with proper balance of the Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all Directors to schedule the Board / Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all the Directors. Meetings held at shorter notice are in compliance with the provisions of the Act and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company passed the following special / ordinary resolutions which are having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

a. Issuance of Non-Convertible Debentures on Private Placement basis.

b. Approval of Material Related Party Transactions with BCP V Multiple Holdings Pte. Ltd, the holding Company of the Company.

c. Appointment of Mr. Devdutt Marathe as a Non-Executive Non-Independent Director of the Company.

d. Re-appointment of Mr. Hemant Kaul as Non-Executive Independent Director for a second consecutive term of five years.

e. Re-appointment of Ms. Naina Krishna Murthy as Non-Executive Independent Director for a second consecutive term of five years.

f. Appointment of Mr. Karthikeyan Srinivasan as a Whole-Time Director on the Board of Directors of the Company designated as Chief Executive Officer.

g. Increase in the Authorized Share Capital of the Company and consequent alteration of clause V(A) of the Memorandum of Association of the company.

h. Alteration of the Articles of Association of the Company.

i. Issuance of Warrants to BCP V Multiple Holdings Pte Ltd and/or BCP V Multiple FVCI Holdings Pte Ltd, promoters of the Company on a preferential basis.

j. Issuance of Warrants to Florintree Tecserv LLP, a Non-Promoter Entity on a preferential basis.

We further report that during the audit period the Company has transacted the following activities through the approval of the Board / Committee resolutions which are having major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

a. The Company has issued and allotted 10,000

(Ten Thousand) Unsecured, Redeemable, Rated, Listed, Taxable, Non-Convertible Debentures of Face Value of ' 100,000 (Rupees One Lakh) amounting upto ' 1,000,000,000 (Rupees

Hundred Crore Only) on Private Placement basis.

b. The Company has issued and allotted 165,500 (One Lakh Sixty Five Thousand Five Hundred) Secured, Redeemable, Rated, Listed, Senior, Taxable, Non-Convertible Debentures of Face Value of ' 100,000 (Rupees One Lakh) amounting upto ' 16,550,000,000 (Rupees One Thousand Six Hundred and Fifty Crore Only) on Private Placement basis.

c. The Board of Directors at their meeting held on January 08, 2024 approved the issuance of Non-Convertible Debentures by way of public issue.

To,

The Members,

INDOSTAR CAPITAL FINANCE LIMITED

Office No- 301, Wing A, CTS No 477

Silver Utopia, Chakala Road,

Opposite Proctor and Gamble, Andheri (E),

Sahargaon, Mumbai- India 400099

Our report of even date is to be read along with this letter.

1) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4) Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5) The compliance of the provisions of corporate laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6) As regard the books, papers, forms, reports and returns filed by the Company under the provisions referred to in points (vi) to (x) of our Secretarial Audit Report in Form MR-3 the adherence and compliance to the requirements of the said regulations is the responsibility of management. Our examination was limited to checking the execution and timeliness of the filing of various forms, reports, returns and documents that need to be filed by the Company with various authorities under the said regulations. We have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

7) The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

CIN: U65990MH2016PTC271587

Unit No. 305, 3rd Floor, Wing 2/E, Corporate Avenue, Andheri - Ghatkopar Link Road, Chakala,

Andheri (East), Mumbai - 400093

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IndoStar Home Finance Private Limited (hereinafter called the "Company") for the audit period covering the financial year ended on March 31, 2024. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and, subject to our comments hereinafter, compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the relevant & applicable provisions of:

1. The Companies Act, 2013 ("the Act") and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder (Not Applicable during the Audit Period);

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Indirect Foreign Investment.

5. The following Regulations and Guidelines

prescribed under the Securities and

Exchange Board of India Act, 1992

("SEBI Act") to the extent applicable:

a) The Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (To the extent applicable);

b) The Securities and Exchange Board of

India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not Applicable during the Audit Period);

c) The Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulations, 2015;

d) The Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable during the Audit Period);

e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended; (Not Applicable during the Audit Period);

f) The Securities and Exchange Board of

India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 as amended;

g) The Securities and Exhcnage Board of India (Debenture Trustees) Regulations, 1993

h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable during the Audit Period);

i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable during the Audit Period); and

j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable during the Audit Period).

6. Based on the representations made by the Company and its officers and our verification of the relevant records on test check basis, the Company has adequate systems and process

in place for compliance with the following laws applicable specifically to the Company:

a) The National Housing Bank Act, 1987 as applicable to Housing Finance Companies;

b) Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021

c) Master Direction - Know Your Customer (KYC) Direction, 2016;

d) The Prevention of Money Laundering Act, 2002 and the Rules made thereunder;

e) Various Circulars, Notifications, Directions, Guidelines, Master Circulars issued by the Reserve Bank of India/National Housing Bank from time to time in respect of Non - Deposit taking Housing Finance Company to the extent applicable.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India;

ii. The Listing Agreement entered into by the Company with BSE Limited;

Other Statutes, Acts, Laws, Rules, Regulations, Guidelines and Standards as applicable to the Company are given below:

(i) Labour Laws and other incidental laws related to employees appointed by the Company either on its payroll or on contract basis, as related to wages, gratuity, provident fund, ESIC, compensation etc.;

(ii) Stamp Acts and Registration Acts of respective states;

(iii) Acts as prescribed under Direct Tax and Indirect Tax;

(iv) Labour Welfare Acts of respective states;

(v) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; and

(vi) Such other Local laws as applicable to the Company and its offices/ branches.

We further report that during the period under review the Board of Directors of the Company was duly constituted with proper balance of Executive Director and Non-Executive Directors, except regarding absence of a woman director on the Board of Directors of the Company. There was no change in the composition of the Board of Directors during the period under review.

Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in compliance with the provisions of the Act and Rules made thereunder and Secretarial Standards on Board Meetings, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the period under review, decisions were carried out through unanimous approval and no dissenting views were observed while reviewing the minutes.

We further report that, subject to our observations herein before, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, circulars, notifications, directions and guidelines.

We further report that during the audit period the Company has undertaken following event / action having a major bearing on the Company's affairs in pursuance of the above referred laws, acts, rules, regulations, circulars, notifications, directions, guidelines, standards:

(i) The Company has issued following Listed Non-convertible Debentures:

- 3000 Secured, Redeemable, Rated, Listed, Senior, Taxable Non-Convertible Debentures having face value of INR 1,00,000/- each.

- 2500 Secured, Rated, Listed, Fully Paid up, Redeemable, Transferable, Non-Convertible Debentures having a face value of INR 1,00,000/- each.

(ii) On September 18, 2023, the members

at the Annual General Meeting inter-alia approved the following:

a. Re-appointment of Mr. Shreejit Menon (DIN: 08089220) as whole-time director designated as Chief Executive Officer of the Company;

b. Issue of Non - Convertible Debentures (NCDs) under Private Placement such that the aggregate principal amount of such NCDs does not exceed ' 10,000,000,000 (Rupees One Thousand crore only) during a period of 1 (one) year from the date of passing Special Resolution;

(iii) On January 22, 2024, Board of Directors considered and approved the change of name of

IndoStar Home Finance Private Limited and the proposal to undertake a rebranding exercise.

(iv) On January 31, 2024, the members at the Extraordinary General Meeting approved the following:

(a) Adoption of Indostar Home Finance Private Limited ESOP Scheme 2024

(b) Approval of the Indostar Home Finance Private Limited ESOP Scheme 2024 ("plan") for eligible employees of Holding Company(ies) or Subsidiary Company(ies).

(c) Approval of the grant of options to the employee exceeding 1% of the issued capital of the Company.

(v) Nomination & Remuneration committee vide circular resolution dated February 7, 2023

considered and approved grant of 1,77,27,750 stock options under Indostar Home Finance Private Limited ESOP Plan 2024.

(vi) On March 27, 2024, the members at the Extraordinary General Meeting approved alteration to object clause of the Memorandum of Association of the Company.

* Ceased to be a Director of the Company with effect from September 8, 2023 " Appointed as Director of the Company with effect from September 8, 2023.

$ Resigned as Company Secretary of the Company with effect from close of business hours of April 17, 2023, hence there was no increase in remuneration.

** Appointed as Company Secretary of the Company with effect from April 18, 2023.

To

The Board of Directors IndoStar Capital Finance Limited

We, Karthikeyan Srinivasan, Chief Executive Officer and Vinodkumar Panicker, Chief Financial Officer hereby certify that:

A. we have reviewed financial statements and the cash flow statement for the financial year ended March 31, 2024, and to the best of our knowledge and belief:

1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

2) these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. to the best of our knowledge and belief, no transactions entered into by the Company during the year under review are fraudulent, illegal or violative of the Company's code of conduct.

C. we accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, of which we are aware and the steps taken to rectify these deficiencies.

D. we have indicated to the Auditors and the Audit committee

1) Significant changes, if any, in internal control over financial reporting during the year;

2) Significant changes, if any, in accounting policies during the year requiring disclosures in the notes to the financial statements of the Company; and

3) Instances of significant fraud, if any, of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.