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.

⁵⁵Basis Board's recommendation dated July 28, 2023, final dividend of ^1.25 (i.e. 62.5%) per fully paid -up equity share on face
value of ^2 each for the Fiscal 2023, was approved by the shareholders of the Company in 18^th AGM held on September 25, 2023,
which was paid during Fiscal 2024.

#¹without adjusting Other Comprehensive Income (OCI) on Remeasurement gain on defined benefit plan (net of tax) to retained
earnings.

Key Financial Highlights: FY24-25 (Standalone)

Financial And Operational Highlights (Standalone):

Business Update

• The Company closed FY 2024-25 with a balance sheet size
of ^68,064.69 Crores and total loan assets of ^53,377.62
Crores.

• Loan book of the Company stood at ^43,235.54 Crores at
the end of FY 2024-25.

• The Profit after Tax (PAT) for FY 2024-25, stood at ^943
Crores.

• The Company has fully operational and maturing co¬
lending partnerships with Central Bank of India, Yes Bank,
Indian Overseas Bank, Bank of Baroda, Ratnakar Bank,
Punjab & Sind Bank, IDBI Bank for home loans and with
Ratnakar Bank, Central Bank of India, Canara Bank, Indian
Bank, Indian Overseas Bank and Punjab & Sind Bank for
secured MSME loans.

Strong Capital and Liquidity Position (Standalone)

• The Company's Total Capital Adequacy stood at 29.52%
with a Tier 1 of 29.47% against regulatory requirement of
15% and 10% respectively.

• The Company's Net Gearing was at 1.8 as at March 31,
2025.

• The Company's Liquidity Coverage Ratio (LCR) stood
comfortably at 232% as at March 31, 2025, against a
regulatory requirement of 70%.

Stable Asset Quality (Standalone)

• The Company had a strong provisioning pool of ^777.91
Crores

• Gross non-performing loans as of March 31, 2025
amounted to ^789.83 Crores ¹

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 Non¬
Banking 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 2008¬
09 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 2024¬
25, 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 Non¬
Convertible 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.

For Sammaan Capital Limited

(Formerly Known as Indiabulls Housing Finance Limited)

Sd/- Sd/-

Gagan Banga Sachin Chaudhary

Place: Mumbai Managing Director & CEO Executive Director & COO

Date: September 03, 2025 (DIN: 00010894) (DIN: 02016992)

1

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