MINUTES OF NINTH ANNUAL GENERAL MEETING OF IDBI HOMEFINANCE LTD. HELD ON JUNE 23, 2008 AT 11.30 A.M. IN THE CONFERENCE ROOM, IDBI BANK LTD., 5TH FLOOR, INDIAN RED CROSS SOCIETY BUILDING 1, RED CROSS ROAD, NEW DELHI - 110001

Present :

Directors: 1. Shri S. Ravi - Director 2. Shri M. H. Kulkarni - Managing Director & CEO Members: 1. Shri K. P. S. Dagur - As representative of IDBI Bank Ltd.  2. Shri Deepak Gupta - Member 3. Shri A. K. Goyal - Member 4. Shri. Suman Kumar - Member 5. Shri. Aloke Sengupta - Member 6. Shri. Rajinder Kumar - Member           Shri. Hiren Shah - Representative of Statutory Auditors, M/s. A. J. Shah & Co., Chartered Accountants.

Shri. M. H. Kulkarni, Managing Director & CEO welcomed the shareholders to the meeting.  He informed the shareholders that in terms of the Articles of the Association of the Company, in the absence of the Chairman, the Chairman for the meeting could be elected amongst the Directors present.           Shri. K. P. S. Dagur then proposed the name of Shri. S. Ravi as the Chairman of the meeting.  Shri. Deepak Gupta seconded the same. The motion was put for voting. The motion was carried out unanimously. Shri. S. Ravi assumed the Chair as Chairman for the meeting and called the meeting to order.           The Chairman then directed the Company Secretary to inform the provisions relating to the quorum and whether the requisite quorum was present for the commencement of the meeting. Shri. Madhusudan Parkhi, Company Secretary informed the Chairman that the following members were present: Sr. No. Name of the Shareholders Shareholding 1. Industrial Development Bank of India Ltd. (IDBI) ** 14,49,76,820 2. IDBI Jt. – Shri. A. K. Goyal 1 3. IDBI Jt. – Shri. Suman Kumar 1 4. IDBI Jt. – Shri. Deepak Gupta 1 5. IDBI Jt. – Shri. Rajinder Kumar 1 6. IDBI Jt. – Shri. Aloke Sengupta 1 ** Represented by Shri. K. P. S. Dagur under Section 187 The Company Secretary informed that 5 members jointly holding 1 Equity Share each with IDBI Bank Ltd. were personally present while representation under Section 187 of the Companies Act, 1956 was received from IDBI Bank Ltd. authorising Shri. K. P. S. Dagur as its authorised representative. In view of the same, in terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, the requisite quorum was present. The members present as above together hold 14,49,76,825 Equity Shares of the Company which represents  nearly 100% of the Paid-up Share Capital of the Company. The Company Secretary also informed that the 9th Annual General Meeting was convened at a shorter notice and the company had obtained the consent from all the shareholders for the same. With the permission of the members, the Notice dated June 7, 2008, convening the Ninth Annual General Meeting, Annual Report, the Directors’ Report for the year 2007–08 were taken as read. The Chairman then directed the Company Secretary to read out the Auditors’ Report to the members. The Auditors’ Report dated April 15, 2008 was then read out by the Company Secretary. The Chairman then addressed the members about the operational and financial performance of the company during 2007-08 and the progress made by the company during the first quarter of FY 2008-09. After addressing the queries raised by the Shareholders, the Chairman then placed the resolutions before the members for discussion.  After discussion the following resolutions were passed.