Project Lotus Saraf and Partners

Certificate on Key Financial and Operational Parameters August 22, 2021

Certificate on Key Financial and Operational Parameters

Date: [●], 2021

To,

The Board of Directors

Indiabulls Housing Finance Limited
One International Center, Tower 1, 18th Floor
Senapati Bapat Road, Mumbai – 400 013
Maharashtra, India

Edelweiss Financial Services Limited

Edelweiss House, Off CST Road
Kalina, Mumbai – 400 098
Maharashtra, India

IIFL Securities Limited

10th Floor, IIFL Centre, Kamala Mills, Senapati Bapat Marg
Lower Parel (West), Mumbai – 400 013
Maharashtra, India

Trust Investment Advisors Private Limited

109/110, Balarama, Bandra Kurla Complex,
Bandra (E) Mumbai – 400 051
Maharashtra, India

(Edelweiss Financial Services Limited, IIFL Securities Limited and Trust Investment Advisors
Private Limited are referred to as the “Lead Managers”)

Dear Sirs,

Subject: Proposed public issue by Indiabulls Housing Finance Limited (the “Company” or the
“Issuer”) of secured and/or unsecured redeemable non-convertible debentures of face value of
Rs. 1,000 each (the “NCDs”) for an amount aggregating up to Rs. 1,000 crores (the “Shelf
Limit”) (the “Issue”). The NCDs will be issued in one or more tranches up to the Shelf Limit, on
terms and conditions as set out in separate Tranche Prospectus(es) for each Tranche Issue. The
unsecured NCDs will be in the nature of subordinated debt and will be eligible for inclusion as
Tier II capital.

We, MRKS And Associates, Chartered Accountants, have been duly appointed and have performed
the procedures enumerated below with respect to net worth and key financial and operational
parameters with respect to the Company, set forth in the accompanying Schedule I.

We understand that certain key financial and operational parameters are proposed to be included in
the Draft Shelf Prospectus and/or Shelf Prospectus and/or the relevant Tranche Prospectus(s)
(collectively the “Offer Documents”) in connection with the Issue.

The procedures performed to evaluate the key financial and operational parameters are summarized
below:

1. We have reviewed the books of accounts, relevant records, reformatted consolidated and
standalone financial statements of the Company the financial years ended March 31, 2021, March
Project Lotus Saraf and Partners
Certificate on Key Financial and Operational Parameters August 22, 2021

31, 2020, and March 31, 2019 (the “Reformatted Financial Statements”), the unaudited interim
condensed financial results of the Company for the three month period ended June 30, 2021 (the
“Unaudited Financial Results”), the management information system and other information as
of March 31, 2021 and June 30, 2021, and other such documents that we have deemed to be
necessary for the stated purpose (“Documents”) and conducted such tests and procedures deemed
necessary for the purpose of expressing a view on the financial information and other details.

2. We have reviewed the data derived from the Documents.

3. We have held discussions with the authorized representatives of the Company to seek necessary
information and explanations.

Based on the procedures performed above, we confirm that the information indicated by way of
circle-ups in Schedule I have been correctly extracted from the Reformatted Financial Statements and
Unaudited Financial Results of the Company, the management information system or the accounting
systems / records of the Company, as applicable.

Our report is solely for the purpose set forth above and for your information and is not to be used for
any other purpose or to be distributed to any other parties.

Our report may be relied upon by the Company, the Lead Managers to the Issue and their respective
legal counsel in relation to the Issue for disclosures in the Offer Documents, and for clarifications /
submissions issued to any regulatory authority in relation to the Issue, including (but not limited to)
the stock exchange where the NCDs of the Company are proposed to be listed.

We hereby confirm that the information herein is true, complete and not misleading and we hereby
consent to the extracts of this certificate being used in the Offer Documents in connection with the
Issue.

This certificate has been issued at the request of the Company for use in connection with the Issue and
the contents of this certificate, in full or in part, can be disclosed in the Offer Documents and other
documents or materials in relation to the Issue and may accordingly be relied upon by the Lead
Managers, intermediaries and legal counsels appointed for the Issue and may be furnished as required
to the Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE
Limited, the Registrar of Companies or any other regulatory or statutory authorities as required in
respect to the Issue and/or for the purpose of conducting due diligence, and shared with and relied on
as necessary by the advisors and intermediaries duly appointed in this regard . We further consent to
the aforementioned details being included for the records to be maintained by the Lead Managers in
connection with the Issue and in accordance with applicable laws.

We undertake to immediately inform the Lead Managers and legal counsels in case of any changes or
any material developments in respect to the matters covered above upon receipt of knowledge of the
same from the Company. In the absence of any such communication, it may be assumed that the
above information is accurate and updated and there is no change in respect of the matters covered in
this certificate.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed
to them in the Offer Documents.

For MRKS And Associates

Project Lotus Saraf and Partners
Certificate on Key Financial and Operational Parameters August 22, 2021

(Chartered Accountants)
FRN: 023711N

Kamal Ahuja
Partner
Membership No: 505788
Place: New Delhi
Date: [●], 2021
UDIN: [●]

CC:

Saraf and Partners Law Offices

Unit No 4, 3rd Floor
Adani Inspire, G Block
Bandra Kurla Complex
Mumbai – 400 051, India
Project Lotus Saraf and Partners
Certificate on Key Financial and Operational Parameters August 22, 2021

Schedule I

[●] [S&P Note: Circle-ups on Key Financial and Operational Parameters included in the Draft Shelf
Prospectus to be inserted here post finalisation of the Draft Shelf Prospectus.]