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IDFC

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Directors Report Year End : Mar '17    Mar 16

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2017.

OPERATIONS REVIEW

During FY16, your Company transferred its financing undertaking into IDFC Bank Limited (IDFC Bank) effective October 1, 2015, post receipt of approval from Hon''ble High Court of Madras to demerger scheme and on fulfillment of all conditions mentioned in the demerger scheme and receipt of Universal Banking License by IDFC Bank.

From October 1, 2015, your Company is operating as NBFC -Investment Company, mainly holding investment in IDFC Financial Holding Company Limited (IDFC FHCL)

(Non Operative Financial Holding Company), which in turn holds investments in IDFC Bank, IDFC Asset Management Company Limited, IDFC Alternatives Limited, IDFC Securities Limited and IDFC Infrastructure Finance Limited (formerly IDFC Infra Debt Fund Limited).

During the year under review, IDFC Limited (IDFC or the Company) infused additional equity in IDFC FHCL which has been dealt with in detail in the paragraph on Subsidiary companies.

Balance sheet size increased from Rs, 9,620 crore as at March 31, 2016 to Rs, 9,878 crore as at March 31, 2017. Profit After Tax for the year was Rs, 55.75 crore as compared to loss of Rs, 1,162.14 crore in previous year ended March 31, 2016. Net worth of the Company as at March 31, 2017 was Rs, 9,650 crore as compared to Rs, 9,589 crore as at March 31, 2016.

During the year, the Company transferred Rs, 11.20 crore to Special Reserve under section 45-IC of the Reserve Bank of India Act, 1934.

The details of amount transferred to reserves are given in note no. 5 of the notes forming part of standalone financial statements.

Details of business overview and outlook of the Company and its subsidiaries are appearing in the chapter Management Discussion and Analysis which forms part of this Annual Report.

SR.

NO.

NAME OF THE SUBSIDIARY

DIRECT / INDIRECT SUBSIDIARY

% OF

SHAREHOLDING

Domestic Subsidiaries

i.

IDFC Financial Holding Company Limited

Direct Subsidiary

100

ii.

IDFC Foundation (a Company within the meaning of Section 8 of the Act)

Direct Subsidiary

100

iii.

IDFC Projects Limited

Direct Subsidiary

100

i v.

IDFC Bank Limited

Indirect Subsidiary through IDFC FHCL

52.88

v.

IDFC Bharat Limited

(Formerly known as Grama Vidiyal Micro Finance Limited)

Indirect Subsidiary through IDFC Bank

52.88

vi.

IDFC Infrastructure Finance Limited

(Formerly known as IDFC Infra Debt Fund Limited)

Indirect Subsidiary through IDFC FHCL

81.48

vii.

IDFC Alternatives Limited

Indirect Subsidiary through IDFC FHCL

100

viii.

IDFC Trustee Company Limited

Indirect Subsidiary through IDFC FHCL

100

ix.

IDFC Securities Limited

Indirect Subsidiary through IDFC FHCL

100

x.

IDFC Asset Management Company Limited

Indirect Subsidiary through IDFC FHCL

100

xi.

IDFC AMC Trustee Company Limited

Indirect Subsidiary through IDFC FHCL

100

Foreign Subsidiaries

i.

IDFC Capital (Singapore) Pte. Limited

Indirect Subsidiary through IDFC Alternatives

100

ii.

IDFC Securities Singapore Pte. Limited

Indirect Subsidiary through IDFC Securities

100

iii.

IDFC Capital (USA) Inc.

Indirect Subsidiary through IDFC Securities

100

iv.

IDFC Investment Managers (Mauritius) Ltd.

Indirect Subsidiary through IDFC AMC

100

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs, 0.25 per equity share of '' 10 each (i.e. 2.5%) for the year ended March 31, 2017.

The Register of Members and Share Transfer Books will remain closed from July 22, 2017 to July 28, 2017 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2017.

Dividend will be paid to those Members whose names appear in the Register of Members as on July 21, 2017. In respect of shares held in dematerialized form, it will be paid to those Shareholders whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Above dividend would be paid subject to approval by the Shareholders at the ensuing Annual General Meeting (“AGM”).

DIVIDEND DISTRIBUTION POLICY

In accordance with the Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LoDR Regulations), IDFC has formulated a Dividend Distribution Policy. The policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders and / or retaining profits earned by the Company. The said policy is hosted on the website of the Company and can be viewed at http://www.idfc. com/investor relations/corporate_ governance_policies.htm.

SUBSIDIARY COMPANIES

The Company has eleven domestic direct / indirect subsidiaries and four foreign indirect subsidiaries, as on March 31, 2017, details of which are given in Table 1.

During the year under review, the following changes took place in the group corporate structure of your Company:

1. Merger of IDFC Finance Limited with IDFC projects Limited

A petition was filed with the Hon''ble High Court of Judicature at Bombay on July 1, 2016 for the merger of IDFC Finance Limited with IDFC Projects Limited, which was approved by the Hon''ble High Court vide its Order dated November 18, 2016.

The said merger became effective from April 1, 2016.

2. Acquisition of Stake in IDFC Bharat Limited by IDFC Bank

On October 13, 2016, IDFC Bank acquired 100% equity stake of Grama Vidiyal Micro Finance Limited (now renamed as IDFC Bharat Limited) making it a wholly owned subsidiary of IDFC Bank.

In view of the acquisition, IDFC Bharat Limited (IDFC Bharat) surrendered its NBFC-MFI Licence issued by the Reserve Bank of India

(RBI) and has discontinued its micro finance business. IDFC Bharat is presently acting as a Business Correspondent to IDFC Bank for distribution of the products of IDFC Bank.

3. Acquisition of Stake of Natixis global Asset Management in IDFC Asset Management Company Limited (“IDFC AMC”) and IDFC AMC trustee Company Limited (“IDFC AMC trustee”)

IDFC FHCL, wholly owned subsidiary of IDFC held approximately 75% equity stake of IDFC AMC and IDFC AMC Trustee and the balance stake (approximately 25%) was held by Natixis Global Asset Management (“NGAM”). In March 2017, IDFC FHCL acquired the stake held by NGAM in both IDFC AMC and IDFC AMC Trustee, thereby making them its wholly owned subsidiaries.

To give effect to the aforesaid transaction with NGAM, IDFC infused funds in IDFC FHCL by subscribing to the equity shares of IDFC FHCL at par.

JOINT VENTURES

IDFC Foundation, a Section 8 Company within the meaning of the Companies Act, 2013 (“Act”) and a wholly owned subsidiary of the Company has following three Joint Ventures:

- Delhi Integrated Multi-Modal Transit System Limited (DIMTS)

- Infrastructure Development Corporation (Karnataka) Limited (iDeCK)

- Uttarakhand Infrastructure Development Company Limited (UDeC) - under liquidation

Additionally, iDeCK has one Joint Venture - Rail Infrastructure Development Company (Karnataka) Limited.

ASSOCIATES

IDFC Bank has two associate companies namely Feedback Infra

Private Limited and Millennium City Expressways Private Limited.

In addition, IDFC Projects Limited, a wholly owned subsidiary of the Company, has one associate company namely Jetpur Somnath Tollways Private Limited.

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of IDFC reviews the affairs of its subsidiary companies regularly. In accordance with the provisions of Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements including requisite details of all the subsidiaries. Further, a statement containing the salient features of performance and financial positions of all the subsidiary companies / associates / joint ventures in the format AOC-I is appended as Annexure 1.

In accordance with Section 136 of the Act, the audited Financial Statements together with the Consolidated Financial Statements and related information of the Company and audited accounts of each subsidiary company are available on the website of the Company: www.idfc.com.

Detailed analysis of the performance of IDFC and its businesses, including initiatives in the areas of Risk Management, Human Resources and IDFC Foundation activities, has been presented in the section on Management Discussion & Analysis which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

IDFC had 10 employees as on March 31, 2017 and 4,294 employees at the group level.

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in this Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Shareholders of the Company. The said information is available for inspection at the Registered Office and Corporate Office of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosure pertaining to remuneration & other details as required under section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are appended as Annexure 2

SHARE CAPITAL UPDATE

During the year, the Company issued and allotted 1,920,902 Equity Shares to eligible employees of IDFC and its subsidiaries on exercise of options granted under Employee Stock Option Scheme 2016 (“IDFC ESoS

- 2016”). As on March 31, 2017, the total paid up capital of IDFC was 1,595,941,570 equity shares of '' 10/each.

EMPLOYEE STOCK OPTION SCHEME

Pursuant to the resolution passed by the Members through Postal Ballot dated June 25, 2016, IDFC introduced IDFC ESOS - 2016 to enable the employees of IDFC and its subsidiaries to participate in the future growth and financial success of the Company. The Scheme is in compliance with the SEBI

(Share Based Employee Benefits) Regulations, 2014.

All Options vest in graded manner and are required to be exercised within a specific period. The Company has used the intrinsic value method to account for the compensation cost of stock to employees of the Company. Intrinsic value is the amount by which the quoted market price of the underlying share on the date, prior to the date of the grant, exceeds the exercise price of the Option.

Disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014, are hosted on the Company''s website: www.idfc.com which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATE GOVERNANCE

In compliance with the provisions of SEBI LODR Regulations, separate detailed chapters on Management Discussion & Analysis, Report on Corporate Governance and Additional Shareholder Information form part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI LODR Regulations and Notifications issued from time to time, a separate report called Business Responsibility Report (BRR) describing the initiatives taken by IDFC from an environmental, social and governance perspective is hosted on the Company''s website: www.idfc.com which forms part of this Annual Report.

Any Member interested in obtaining a physical copy of the same may write to the Company Secretary of the Company by sending an e-mail on ketan.kulkarni@idfc.com.

PUBLIC DEPOSITS

During FY17, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 or under Chapter V of the Act.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Post demerger of financing undertaking into IDFC Bank w.e.f. October 1, 2015, IDFC is registered with RBI as NBFC - Investment Company. Being an investment company, the provisions of Section 186 of the Act are not applicable to IDFC. Hence, the requisite details of loans, guarantees and investments are not given.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

IDFC has put in place a Whistle Blower Policy, which includes reporting to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Audit Committee directly oversees the Vigil Mechanism. The provisions of the policy are also in line with the provisions of Section 177 (9) & (10) of the Act.

The details of Vigil Mechanism are posted on the website of the Company: www.idfc.com

FOREIGN EXCHANGE

There were no foreign exchange earnings during the year. The particulars regarding foreign exchange expenditure are furnished at Item No. 26 in the Notes forming part of the Standalone Financial Statements.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Act, Mr. Chintamani Bhagat (DIN: 07282200) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

During the year, Mrs. Snehlata Shrivastava (DIN: 06478173) who was on the Board of the Company as a nominee of the Government of India, resigned as a Director w.e.f. November 29, 2016. The Board places on record its sincere appreciation for the valuable contribution and services rendered by her.

The Ministry of Finance nominated Mr. Soumyajit Ghosh (DIN: 07698741) and Mr. Manish Kumar (DIN: 07379535) as Nominees of the Government of India on the Board of IDFC. Based on the recommendation of NRC, the said Directors were appointed by the Board as Additional Directors in the category of Nominee Directors w.e.f. January 11, 2017. Their appointment is up to the conclusion of the ensuing AGM. Accordingly, the approval of Shareholders is sought for their appointment at the ensuing AGM.

Mr. S. S. Kohli (DIN: 00169907) and Ms. Marianne 0kland (DIN: 03581266) were appointed as Directors in the category of Independent Director (ID) to hold office till the conclusion of the ensuing AGM. Considering that their continued association would be of immense benefit to the Company, the Board of Directors, based on recommendation of NRC approved the reappointment of Mr. S. S. Kohli and Ms. Marianne 0kland as Directors of the Company in the category of ID, for a period of two years, to hold office from the conclusion of the ensuing AGM till the conclusion of the 22nd AGM to be held for FY19. Approval of Shareholders is sought for the reappointment of Mr. S. S. Kohli and Ms. Marianne 0kland at the ensuing AGM.

The Board of Directors of National Stock Exchange of India Limited (“NSE”) at its meeting held in January 2017 selected Mr. Vikram Limaye as Managing Director &

CEO of NSE, subject to approval of SEBI and Shareholders of NSE.

The Shareholders of NSE accorded their approval in March 2017 and in June 2017, SEBI granted conditional approval for the said appointment of Mr. Limaye, subject to he being relieved from the Committee of Administrators of the Board of Control for Cricket in India (“BCCI”). The said appointment of Mr. Limaye on the Committee of Administrators of the BCCI was as per the Order passed by the Hon''ble Supreme Court of India in January 2017. The Hon''ble Supreme Court will reopen after vacation in first week of July 2017 and it is expected that it would grant its approval for relieving him by July 14, 2017. In view of the same, Mr. Vikram Limaye has tendered his resignation from the Board of IDFC as Managing Director & CEO with effect from July 15, 2017.

The Board of Directors of IDFC at its meeting held on June 24, 2017 took note of the resignation of Mr. Vikram Limaye as Managing Director & CEO of the Company w.e.f. July 15, 2017. Mr. Vikram Limaye has been associated with IDFC since 2005. He joined the Board of IDFC as a Whole-time Director in 2008 and took over the post of Managing Director & CEO of the Company in May 2013. He was pivotal in the growth and development of various business verticals of IDFC Group, including Mutual Fund, Institutional Broking, Investment Banking, Alternatives Business, etc. and was also instrumental in establishing the IDFC Brand. He also played a very vital role in setting up of IDFC Bank. The Company places on record its gratitude for the immense contribution made by Mr. Limaye during his tenure with IDFC Group.

The Board of the Company had earlier met in February 2017 to discuss about the probable candidate in place of Mr. Vikram Limaye to be appointed as Managing Director & CEO of the Company. After taking into consideration the views of all the Directors, the Board was of the opinion that an internal candidate who is well conversant not only with the existing businesses but also with the people, policies, procedures and work culture would be a better choice to avoid any incoherence. Accordingly, the NRC and the Board, at their meetings held on June 24, 2017, recommended the appointment of Mr. Sunil Kakar, who is currently Chief Financial Officer (“CFo”) of IDFC Bank, as the Managing Director & CEO of IDFC for a period of three years with effect from July 16, 2017. The appointment is subject to the approval of the Shareholders, on the terms and conditions as set out in the Notice of ensuing AGM circulated along with this Report. Mr. Kakar was the former CFO of IDFC, before setting up of IDFC Bank and is well acquainted with the group and subsidiary businesses. A brief profile of Mr. Kakar is set out in the Exhibit to Notice of the ensuing AGM. Consequently, Mr. Sunil Kakar will resign as CFO of IDFC Bank.

The Board recommends the appointment / reappointment of the above Directors at the ensuing AGM.

DECLARATION OF INDEPENDENCE

The Company has received a declaration from all IDs that they meet the criteria of independence specified under sub-section (6) of Section 149 of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014, for holding the position of ID and that they shall abide by the “Code for Independent Directors” as per Schedule IV of the Act.

SPECIAL BUSINESS

The Board of Directors recommends the following items under special business for approval of the Shareholders at the ensuing AGM:

a. Appointment of Mr. Manish Kumar (DIN: 07379535), as Nominee Director.

b. Appointment of Mr. Soumyajit Ghosh (DIN: 07698741) as Nominee Director.

c. Appointment of Mr. Sunil Kakar (DIN: 03055561) as a Director of the Company.

d. Appointment of Mr. Sunil Kakar (DIN: 03055561) as Managing Director & CEO of the Company.

e. Reappointment of Mr. S. S. Kohli (DIN: 00169907) as an ID.

f. Reappointment of Ms. Marianne 0kland (DIN: 03581266) as an ID.

g. Offer and Issuance of Non-Convertible Securities through Private Placement basis.

BOARD AND ITS COMMITTEES

During the year, 7 (seven) Board Meetings and 4 (four) Audit Committee Meetings were held.

Audit Committee comprises of Mr. Gautam Kaji (DIN: 02333127) -Chairperson, Mr. Vinod Rai (DIN: 01119922) and Ms. Marianne 0kland (DIN: 03581266).

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of the constitution and meetings of the Board, Audit Committee and other Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION

Pursuant to SEBI LODR Regulations and the Act, the process indicating the manner in which formal annual evaluation of the Chairperson, Directors, Board as a whole and Board level committees is given in the Corporate Governance Report, which forms part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE (NRC) / REMUNERATION POLICY

The Company has a policy in place for identification of independence, qualifications and positive attributes of Directors. IDFC has put in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and Other Employees.

The remuneration of the Executive Director and KMPs is recommended by NRC to the Board for their approval.

AUDITORS

statutory auditors

In terms of Section 139(2) of the Act, all listed companies are required to mandatorily rotate their auditors once they have served office as an auditor for a consecutive period of 10 years or more. A moratorium period of three years is provided, which has ended on March 31, 2017. The term of Deloitte Haskins & Sells LLP, Chartered Accountants (“DHS”) (Registration No. 117366W / W-100018), the Statutory Auditors of the Company, will end at the ensuing AGM. DHS, the retiring auditors, have completed their term of 10 years and a new audit firm is proposed to be appointed from FY18 onwards.

The Board of Directors of the Company at their meeting held on January 31, 2017 appointed Price Waterhouse & Co, Chartered Accountants LLP (FRN 304026E/ E300009) (“pWC”) as Statutory Auditors of the Company. The approval of the Shareholders is requested, by passing an Ordinary Resolution, to appoint PWC as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing AGM till the conclusion of AGM to be held for FY22. The Company has received a certificate from PWC to the effect that their appointment, if made, shall be in compliance with the provisions of Section 139 and 141 of the Act.

The Board recommends the appointment of PWC at the ensuing AGM.

secretarial audit

Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. BNP & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for FY17. The Secretarial Audit Report is appended as Annexure 3.

There are no qualifications or observations or other remarks made by the Statutory Auditors and Secretarial Auditors in their respective reports.

INTERNAL CONTROL SYSTEMS

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal Audit of the Company is regularly carried out. The Audit Reports of Internal Auditors i.e. KPMG, along with their recommendations and implementation contained therein are regularly reviewed by the Audit Committee.

KPMG verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. Subsequently, it was placed before the Audit Committee of the Company.

RISK MANAGEMENT POLICY

IDFC as a group, has a robust risk management practice that enables it to book, manage and mitigate risks in all its businesses. The Company has a comprehensive Enterprise Risk Management framework which has been adopted across all entities in the group and covers all three types of risks—credit, market and operational risks. The Board through its Risk Management Committee monitors and reviews Risk Management of the Group on a regular basis. Our Company has Board approved Group Operational Risk Management Policy which endeavours to lay down broad principles for operational risk management. The details of Risk Management Framework are provided in Management Discussion and Analysis.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of IDFC which has occurred between the end of FY17 and the date of the Board''s report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the period under review, there were no significant and material orders passed by the Regulators / Courts / Tribunals.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place the policy on Anti Sexual Harassment.

The Company undertakes ongoing trainings to create awareness on this policy. There were no instances of Sexual Harassment that were reported during the period under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Act, the dividend which remains unclaimed / unpaid for a period of seven years from the date of transfer to the unpaid dividend account are required to be transferred to the Investor Education and Protection Fund (“IEpF”) established by the Central Government and no claim shall lie against the Company once such unpaid / unclaimed amounts are transferred by the Company.

Accordingly, an amount of Rs, 1,712,540 being unclaimed / unpaid dividend for FY09 and which remained unpaid and unclaimed for a period of 7 years has been transferred by the Company to the IEPF.

The Company regularly updates the details of unclaimed / unpaid dividend on the Company''s website (www.idfc.com) and on Ministry of Corporate Affairs (MCA) website (www.mca.gov.in).

Further, the unclaimed / unpaid dividend amount pertaining to the FY10 will be transferred to IEPF during FY18.

TRANSFER OF SHARES TO IEPF

The MCA has notified the IEPF Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 and the amendments thereto (the Rules). As per the Rules, all the shares in respect of which dividend has remained unpaid / unclaimed by the Shareholders for a period of seven consecutive years or more shall be transferred in the name of IEPF. The Company had already sent communication to the Shareholders in December, 2016 and April, 2017 requesting them to claim the dividend, in order to avoid their shares getting transferred to IEPF. Accordingly, Shareholders who have not claimed the dividend since FY10 are requested to contact Karvy Computershare Private Limited (Karvy), Registrar & Share Transfer Agent and submit requisite documents to Karvy or the Company, failing which the Company will be constrained to transfer the shares to IEPF as per the Rules.

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 statements in terms of Section 134(3)(c) of the Act:

- that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- that such accounting policies have been selected and applied consistently and judgment 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, 2017 and of the profit of the Company for the year ended on that date.

- 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;

- that the annual financial statements have been prepared on a going concern basis;

- that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

GREEN INITIATIVE

In accordance with the ''Green Initiative'', the Company has been sending the Annual Report / Notice of AGM in electronic mode to those Shareholders whose e-mail Ids are registered with the Company and / or the Depository Participants.

Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form No. MGT 9 is appended as Annexure 4.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. Vikram Limaye (DIN: 00488534) Chairperson, Mr. Donald Peck (DIN: 00140734) and Mr. S. S. Kohli (DIN: 00169907).

The disclosure of contents of the Corporate Social Responsibility Policy of the Company as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of the Board''s Report and appended as Annexure 5.

RELATED PARTY TRANSACTIONS

The Company has in place the policy on Related Party Transactions and the same has been uploaded on the website of the Company i.e. www.idfc.com. In all related party transactions that were entered into during the financial year, an Endeavour was made consistently that they were on an arm''s length basis and were in the ordinary course of business. IDFC has always been committed to good corporate governance practices, including matters relating to Related Party Transactions.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company.

No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements, were entered during the year by your Company.

ACKNOWLEDGEMENTS

We are grateful to the Government of India, State Governments, RBI, SEBI, Stock Exchanges, various Ministries and other domestic and overseas regulatory bodies for their continuous collaboration and support.

We would like to thank all our Shareholders, Banks for their co-operation and assistance during the year under review.

We would like to express our deep sense of appreciation for the hard work and efforts put in by the employees at all levels of the Group.

FOR AND ON BEHALF OF THE BOARD

Vinod Rai

Independent Non-Executive Chairperson

Mumbai,

June 24, 2017

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