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Auditor Report of Dhani Services Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the members of Dhani Services Limited

Report on the audit of the consolidated financial statements

Qualified opinion

We have audited the accompanying consolidated financial statements of Dhani Services Limited (hereinafter referred
to as "the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to
as "the Group"), as listed in Annexure I, which comprise the Consolidated balance sheet as at 31 March 2023, the
Consolidated statement of profit and loss (including other comprehensive income), the Consolidated statement of
cash flow and the Consolidated statement of changes in equity for the year then ended, and notes to consolidated
financial statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as "the consolidated financial statements").

In our opinion and to the best of our information and according to the explanations given to us, and based on the
consideration of reports of other auditors on financial statements of subsidiaries as was audited by the other auditors,
except for the possible effects of the matter specified under Basis for Qualified Opinion section of our report, the
aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (hereinafter
referred to as "the Act") in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India including and Indian Accounting Standards ("Ind AS") prescribed under section
133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, of consolidated state of
affairs (financial position) of the Group as at 31 March 2023, the consolidated loss (financial performance including
other comprehensive income), its consolidated cash flows and the consolidated changes in equity for the year then
ended.

Basis for qualified opinion

1. We reproduce hereunder the ''Basis for qualified opinion'' issued by the independent auditor of a subsidiary
viz. Dhani Loans and Services Limited ("DLSL") vide their audit report on the standalone financial statement
of DLSL, to the extent the same are found significant as per the Guidance issued by the Institute of Chartered
Accountants of India, from time to time and which also forms the basis for qualified opinion in our audit report
on the accompanying consolidated financial statements:

" As more fully explained in Note 22(i) to the accompanying Standalone Financial Statements, the Company
has utilised/ applied an amount of Rs. 72,961.20 lakhs (net of deferred tax) from the outstanding balance in
the securities premium account for creating a provision for impairment losses on financial instruments instead
of debiting the same to the Standalone Statement of Profit and Loss, which is not in strict accordance with the
applicable Indian Accounting Standards and other applicable regulations. Consequently, the Company''s net loss
and total comprehensive loss for the year ended March 31, 2023 are understated by the aforesaid amount.
There is no resultant impact on the carrying value of the total equity, assets and liabilities of the Company."

2. We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing
("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under
those Standards are further described in the Auditor''s responsibilities for the audit of the consolidated financial
statement section of our report. We are independent of the Group in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are
relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and
the Code of Ethics.

We believe that the audit evidence obtained by us along with the consideration of audit report of the other
auditors referred to in "Other matters" paragraph below, is sufficient and appropriate to provide a basis for our
qualified opinion on the consolidated financial statements.

Emphasis of matters

1. We draw attention to the Note 49 of the accompanying consolidated financial statement regarding the
requirement of obtaining the Certificate of Registration (CoR) for the Company from the Reserve Bank of India
(RBI) as a Non-Banking Financial Company (NBFC) under the category of Core Investment Company (CIC). The
management is of the view that basis their present business operations and applicable financial criteria, the
Holding Company qualifies to fall under the category of an unregistered CIC and has written to RBI for their view
in this regard, response to which is awaited. The Holding Company''s management is further of the view that the
possible non-compliance with such requirement is not expected to have material impact on the accompanying
Statement.

2. We reproduce hereunder the ''Emphasis of matter'' paragraph issued by the independent auditors of a subsidiary
viz. Indiabulls Investment Advisors Limited ("IIAL") vide their respective audit report on the standalone financial
statements of IIAL, which also forms the ''Emphasis of matters'' paragraph in our audit report on the accompanying
consolidated financial statements:

"We draw attention to Note 34 I A b) to the Financial Statements, describes that the Company has recorded
provisions for impairment due to expected credit losses on certain financial assets as at March 31, 2023 on an
estimated basis, in respect of losses that may arise dependent upon future developments including inter alia, the
uncertainties due to the effects of unravelling of the Covid-19 pandemic on the Company''s business. Our opinion
is not modified in respect of this matter."

3. We reproduce hereunder the ''Emphasis of matter'' paragraph issued by the independent auditors of a subsidiary
viz. Indiabulls Distribution Services Limited ("IDSL") vide their respective audit report on the standalone
financial statements of IDSL, which also forms the ''Emphasis of matters'' paragraph in our audit report on the
accompanying consolidated financial statements:

"We draw attention to Note 33 A) b) i) to the Financial Statements, describes that the Company has recorded
provisions for impairment due to expected credit losses on certain financial assets as at March 31, 2023 on an
estimated basis, in respect of losses that may arise dependent upon future developments including inter alia, the
uncertainties due to the effects of unravelling of the Covid-19 pandemic on the Company''s business. Our opinion
is not modified in respect of this matter."

4. We reproduce hereunder the ''Emphasis of matter'' paragraph issued by the independent auditors of a subsidiary
viz. Juventus Estate Limited ("JEL") vide their respective audit report on the standalone financial statements of
JEL, which also forms the ''Emphasis of matters'' paragraph in our audit report on the accompanying consolidated
financial statements of the Group.

"We draw attention to note 12 to the Financial Statements of the Company which describes the impairment of
Inventory Amounting to Rs.21,920.97 lakhs during the financial year. The Management get the inventory valued
and on the basis of valuation reports, the carrying value of the inventory has been taken as Rs.22,523.90 lakhs
and accordingly the company has impaired the Inventory by an amount of Rs. 21,920.97 lakhs. Our opinion is not
modified in respect of this matter"

Our opinion is not modified in respect of these matters of emphasis.Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit

of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

We have determined that there are no key audit matters to communicate with respect to the Holding Company.

Management''s and Board of Director''s responsibility for the consolidated financial statements

The Holding Company''s Management and Board of Directors are responsible for the matters stated in section 134(5)
of the Act with respect to preparation and presentation of these consolidated financial statements in term of the
requirements of the Act, that give a true and fair view of the consolidated financial position, consolidated financial
performance, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance
with the accounting principles generally accepted in India, including the Ind AS. The respective management
and Board of Directors of the companies included in the consolidated financial statements are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the
assets of each Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the financial statements/consolidated financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the consolidated
financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the
companies included in the Group are responsible for assessing the ability of each company to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial
reporting process of each Company.

Auditor''s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

A. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

D. Conclude on the appropriateness of management''s use of the going concern basis of accounting in preparation
of consolidated financial statement and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to
the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report.
However, future events or conditions may cause to cease to continue as a going concern.

E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether consolidated financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the audit of the financial statements of such entities included in
the consolidated financial statements of which we are the independent auditors. For the other entities included
in the consolidated financial statements, which have been audited by other auditors, such other auditors remain
responsible for the direction, supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the financial statements.

We communicate with those charged with governance of the Holding Company and such other entities included in
consolidated financial statements of which we are the independent auditors regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the consolidated financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Other matters

A. We did not audit the annual financial statements / financial information of 23 subsidiaries and 11 trusts included
in the consolidated financial statements, whose financial information reflect total assets of Rs. 7,38,764 lakh as
at 31 March 2023, total revenue of Rs. 81,249 lakh, total net loss after tax Rs. 52,846 lakh, total comprehensive
loss of Rs. 52,048 lakh and cash outflows (net) Rs. 36,796 lakh for the year ended on that date, as considered
in the Statement. These annual financial statements / financial information have been audited by respective
auditor whose audit reports have been furnished to us by the Holding Company''s management, and our opinion
in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on
the audit reports of such other auditors, and the procedures performed by us as stated in paragraph above.

B. The consolidated financial statements include the annual financial statements/ financial information of 3
subsidiaries, which have not been audited, whose annual financial statements / financial information reflect
total assets of Rs. 19,119 lakh as at 31 March 2023, total revenue of Rs. 30 lakh, total net loss after tax of
Rs. 1,073 lakh, total comprehensive loss of Rs. 961 lakh and cash outflow (net) of Rs. 721 lakh for the year
then ended, as considered in the Statement. These financial statements / financial information have been
certified and furnished to us by the Holding Company''s management. Our opinion, in so far as it relates to the
amounts and disclosures included in respect of aforesaid subsidiaries, is based solely on such unaudited financial
statements / financial information. In our opinion, and according to the information and explanations given to
us by the Holding Company''s management, these financial statements/ financial information are not material to
the Group.

C. Further, these subsidiaries, are located outside India, whose annual financial statements / financial information
have been prepared in accordance with accounting principles generally accepted in their respective countries. The
Holding Company''s management has converted the annual financial statements / financial information of such
subsidiaries from accounting principles generally accepted in their respective countries to accounting principles
generally accepted in India. Our opinion, in so far as it relates to the balances and affairs of these subsidiaries is
based on such unaudited financial statements / financial information and the conversion adjustments as carried
out by the Holding Company''s management.

D. According to the information and explanations given to us by the Holding Company''s management, one foreign
subsidiary is de-registered and its financial information for the year ended 31 March 2023 is not material to the
group.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors
referred to in the other matter paragraph, is sufficient and appropriate to provide a basis for our audit opinion on the
consolidated financial statements.

Our opinion on the consolidated financial statements, and our report on other legal and regulatory requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports
of the other auditors and the financial statements certified by the management.

Report on other legal and regulatory requirements

1. As required by Section 143(3) of the Act, based on our audit we report to the extent applicable that:

A. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

B. In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those books
and the reports of other auditors.

C. The consolidated balance sheet, the consolidated statement of profit and loss, the consolidated cash flow
statement and consolidated statement of changes in equity dealt with by this report are in agreement
with the relevant books of account maintained for the purpose of preparation of the consolidated financial
statements.

D. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under
section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014, except for the effects, if
any, of the matters described in the basis for qualified opinion paragraph ;

E. On the basis of the written representations received from the directors of the Holding Company as on
31 March 2023 taken on record by the Board of Directors of the Holding Company and the reports of the
statutory auditors of subsidiary companies which are companies incorporated in India, none of the directors

of the subsidiary companies which are companies incorporated in India, is disqualified as on 31 March 2023
from being appointed as a director in terms of section 164(2) of the Act;

F. With respect to the adequacy of internal financial controls over financial reporting of the Group and the
operating effectiveness of such controls, refer to our separate report in "Annexure A". Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the internal financial control over
financial reporting.

G. With respect to the other matters to be included in the auditor''s report in accordance with the requirements
of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the Group, which are companies incorporated in
India, where applicable, to its directors during the year is in accordance with the provisions of section 197
of the Act.

H. With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information
and according to the explanations given to us and based on the consideration of the report of the other
auditors on separate financial statements as also the other financial information of the subsidiaries:

i. the consolidated financial statements disclose the impact of pending litigations on the consolidated
financial position of the Group as detailed in Note 48 to the consolidated financial statements;

ii. the Group did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at 31 March 2023;

iii. There has been delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company as follows:

iv. Reporting on rule 11(e):

(a) the respective managements of the Holding Company and its subsidiaries which are companies
incorporated in India whose financial statements have been audited under the Act have
represented to us and to the other auditors of such subsidiaries respectively that, to the best of
their knowledge and belief, no funds (which are material either individually or in the aggregate)
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Holding Company or any of its subsidiaries to or in any
other person(s) or entity(ies), including foreign entity ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company or any of such subsidiaries ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) the respective managements of the Holding Company and its subsidiaries which are companies
incorporated in India whose financial statements have been audited under the Act have
represented to us and to the other auditors of such subsidiaries respectively, that, to the best of
their knowledge and belief, no funds (which are material either individually or in the aggregate)
have been received by the Holding Company or any of its subsidiaries from any person(s) or
entity(ies), including foreign entity ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the Holding Company or any of its subsidiaries shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or

on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(c) based on the audit procedures that have been considered reasonable and appropriate in the
circumstances performed by us and those performed by the auditors of the subsidiaries which
are companies incorporated in India whose financial statements have been audited under the
Act, nothing has come to our or other auditors'' notice that has caused us or the other auditors to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a)
and (b) above, contain any material misstatement.

v. During the year, the Company and Subsidiary companies have not declared/paid any dividend.
Accordingly, reporting under section 123 of the Act is not applicable;

vi. Proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
company with effect from 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

2. As required by paragraph 3(xxi) and 4 of the Companies (Auditor''s Report) Order, 2020 ("CARO 2020"),
issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we
according to the information and explanations given to us, and based on the CARO reports issued by us and
the auditors of respective companies included in the consolidated financial statements to which reporting
under CARO is applicable, as provided to us by the management of the Holding Company, we report that in
respect of those companies where audits have been completed under section 143 of the Act, there are no
qualifications or adverse remarks, however we draw attention to the following points as mentioned by the
respective auditors in the CARO reports of the said companies :

For Sharp & Tannan Associates

Chartered Accountants
Firm''s Registration no. 109983W
by the hand of

Tirtharaj Khot

Partner

Membership no.(F) 037457

Pune, 26 May 2023 UDIN:23037457BGYRKR9846

Mar 31, 2021

Opinion

1. We have audited the accompanying standalone financial statements of Dhani Services Limited (formerly known as Indiabulls Ventures Limited) (''the Company''), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2021, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Registration with Reserve Bank of India (RBI)

4. We draw attention to note 46 to the accompanying standalone financial statements regarding the Company''s requirement of obtaining the Certificate of Registration (CoR) from Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC) under the category of Core Investment Company (CIC) which is currently being evaluated by the management. The management is of the view that the possible non-compliance with such requirements is not expected to have a material impact on the accompanying standalone financial statements. Our opinion is not modified in respect of this matter.

Emphasis of Matter - Effects of COVID 19 pandemic

5. We draw attention to note 53 to the accompanying standalone financial statements, which describes the uncertainties relating to COVID-19 pandemic and impact on the standalone financial position of the Company as at 31 March 2021, the extent of which is dependent on future developments. Our opinion is not modified in respect of this matter.

Key Audit Matter

6. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

7. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

8. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. Those Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

12. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

14. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

17. Further to our comments in Annexure A, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of section 164(2) of the Act;

f) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 18 June 2021 as per Annexure B expressed unmodified opinion; and

g) with respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 40 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2021;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2021;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2021; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Khushroo B. Panthaky

Partner

Membership No. 042423 UDIN: 21042423AAAAES6097

Place: Mumbai Date: 18 June 2021

Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Indiabulls Ventures Limited

(âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to

the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)

of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018 and its profit and its cash flows for the year ended on that date.

Other Matter

9. The audit of standalone financial statements for the year ended 31 March 2017 was carried out and

reported by Deloitte Haskins & Sells LLP vide their unmodified audit report dated 27 April 2017, whose audit report has been furnished to us by the management of the Company. Our opinion is not modified in respect of this matter

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central

Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books

of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 23 April 2018 as per Annexure II expresses an unmodified opinion;

g. with respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 30 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

c) The Company does not hold any immovable property (in the nature of âfixed assetsâ). Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable.

(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion, the Company has not entered into any transaction covered under Sections 185 and 186 of the Act. Accordingly, the provisions of clause 3(iv) of the Order are not applicable.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Companyâs services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the yearend for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute

Nature of dues

Amount (Rs.)

Amount paid under Protest

(Rs.)

Period to which the amount relates

Forum where dispute is pending

Income-tax Act, 1961

Disallowance u/s 32

1,736,810

Nil

2012-13

Commissioner of Income Tax (Appeals)

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institutions or government during the year. The Company did not have any outstanding debentures during the year.

(ix) In our opinion and according to the information and explanations given to us, the Company has applied moneys raised by way of rights issue and term loan for the purposes for which these were raised other than temporary deployment pending application of proceeds.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid/ provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) During the year, the company has made preferential allotment of equity shares. In respect of the same, in our opinion, the company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, in our opinion, the amounts so raised have been used for the purposes for which the funds were raised. During the year, the company did not make preferential allotment/private placement of fully/partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firmâs Registration No.: 001076N/N500013

per Lalit Kumar

Partner

Membership No.:095256

Place: Gurugram

Date: 23 April 2018

Mar 31, 2017

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of INDIABULLS VENTURES LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the statement of Profit & Loss, and the Cash Flow Statement dealt with by this report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in note 31A to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8^th November 2016 to 30^th December 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

(i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) The Company does not have any immovable properties of freehold or leasehold land and building and hence reporting under clause (i) (c) of the order is not applicable.

(ii) The Company does not have any inventory and hence reporting under clause (ii) of the order is not applicable.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable. The Company has not advance any loan, including any loan represented by a book debt, to any of its directors or to any other person in whom the director is interested or give any guarantee or provide any security in connection with any loan taken by him or such other person. Accordingly nothing contained in section 185 shall apply and hence reporting under Clause (iv) of the order is not applicable to that extent.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) Having regard to the nature of the Companyâs business/activities, reporting under clause (vi) of the order is not applicable.

(vii) According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Service Tax, cess and other material statutory dues applicable to it to the appropriate authorities. Dues relating to Employeeâs State Insurance, Sales Tax, Customs Duty, Excise Duty and Value Added Tax are not applicable to the Company.

b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Service Tax, cess and other material statutory dues in arrears as at 31^st March, 2017 for a period of more than six months from the date they became payable.

c) Details of dues of Income-Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:

Name of Statue	Nature of Dues	Forum where	Period to which the	Amount	Amount
		Dispute is pending	amount relates	Involved	Unpaid
				(Rs.)	(Rs.)
The Income-Tax Act, 1961	Disallowance u/s 32	Commissioner of Income Tax (Appeals)	Year ended 31^st March, 2013	1,736,810	1,736,810

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. The Company has not issued any debentures. During the year the Company has not taken any loans or borrowings from Government.

(ix) According to information and explanation given to us, term loans have been applied by the Company during the year for the purposes for which they were raised other than temporary deployment pending application of proceeds. During the year, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the Company has made preferential allotment of shares conversion of share warrants issued during the period under review.

In respect of above issue, we further report that:

a) The requirement of section 42 of the Companies Act, 2013, as applicable has been complied with; and

b) The amount raised have been applied by the Company during the year for the purposes for which the funds were raised, other than temporary deployment pending application.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firmâs Registration No. 117366W/W-100018)

A. Siddharth

Partner

Mumbai, April 27, 2017 (Membership No. 31467)

Mar 31, 2015

We have audited the accompanying standalone financial statements of INDIABULLS VENTURES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended then, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provision of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note 32(A) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) Having regard to the nature of the Company's business / activities / results during the year, clauses (ii) and (vi) of paragraph 3 of the Order are not applicable to the Company.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(iii) According to information and explanation given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of services. During the year, there were no transactions in respect of purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Wealth Tax, Service Tax,Cess and any other material statutory dues applicable to it with the appropriate authorities. Dues relating to Employees' State Insurance, Sales Tax, Customs Duty, Value Added Tax and Excise Duty are not applicable to the Company. There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Wealth Tax, Service Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) There are no dues of Income-tax, Wealth Tax, Service Tax, and Cess which have not been deposited as on 31st March, 2015 on account of dispute.

(c) During the year, there were no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(vii) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks. The Company has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to us, during the year, the Company has not provided guarantees for loans taken by others from banks and financial institutions.

(x) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

(xi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

A. Siddharth Partner MUMBAI, 24th April, 2015 (Membership No. 031467)

Mar 31, 2012

1. We have audited the attached Balance Sheet of INDIABULLS SECURITIES LIMITED ("the Company") as at March 31,2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

i. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

iii. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

v. in our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012;

b. in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and *

c. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956.

(i) Having regard to the nature of the Company's business/activities/result, clauses (ii), (viii), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of CARO are not applicable to the Company.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) Some of the fixed assets were physically verified during the year by the Management in accordance with a regular program me of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has granted loan to one company during the year. At the year-end, the outstanding balance of such loan granted aggregated to Rs. Nil from one company and the maximum amount involved during the year was Rs.32,500,000 from one company.

(b) The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amount and interest have, during the year, been regular/as per stipulations.

(d) There are no overdue amounts in excess of Rs.1 lakh in respect of loans granted to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken loan from one company during the year. At the year-end, the outstanding balance of such loan taken aggregated to Rs. Nil from one company and the maximum amount involved during the year was Rs. 120,000,000 from one company.

(b) The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima fade not prejudicial to the interests of the Company.

(c) The payment of principal amount and interest in respect of such loan is regular / as per stipulations.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of services. During the year there were no transactions in respect of purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, except that in respect of purchases and sale of services, for which comparable quotations are not available and in respect of which we are unable to comment.

(vi) According to the information and explanations given to us, the Company has not accepted any deposit

from the public during the year within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Wealth Tax, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Cess and other material statutory dues in arrears as at March 31,2012 for a period of more than six months from the date they became payable.

(c) There are no disputed dues payable in respect of Wealth Tax, Service Tax and Cess which have not been deposited as on March 31,2012. Details of dues of Income-tax which have not been deposited as on March 31, 2012 on account of dispute is given below:

Statute Nature of Dues Forum where Dispute is Period to which the Amount pending amount relates involved (Rs.)

The Income-Tax demand arising on Appeal filed with Commissioner Year ended March 31, 818,469

Income- assessment u/s 143(3) of the of Income-Tax (Appeals) - XV, 2008 TaxAct, Income Tax Act, 1961 NewDelhi (Assessment year: 1961 2008-2009)

(ix) The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses in the financial year covered by our audit and in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. During the year, the Company has not obtained any borrowings from financial institutions or by way of debentures.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that

funds raised on short-term basis have not been used during the year for long-term investment.

(xiii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No. 117366W)

A. Siddharth

Partner

(Membership No.031467)

Mumbai, April 30,2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Indiabulls Securities Limited ("the Company") as at. March 31, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(v) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2011 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956.

Annexure to the Auditors' Report (Referred to in paragraph 3 of our report of even date)

i. Having regard to the nature of the Company's business/activities/results, clauses ii, viii, xiii and xiv of CARO are not applicable to the Company.

ii. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. Some of the fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act,1956; according to the information and explanations given to us;

a. The Company has granted loans to two companies during the year. At the year-end, the outstanding balances of such loans aggregated to Rs. Nil and the maximum amount involved during the year was Rs. 3,207,000,000.

b. The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima facie not prejudicial to the interest of the Company.

c. The receipts of principal amounts and interest have been regular/as per stipulations.

d. There are no overdue amounts in excess of Rs. 1 lakh in respect of loans granted to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

e. The Company has taken loan from two companies during the year. At the year-end, the outstanding balance of such loan aggregated to Rs. Nil and the maximum amount involved during the year was Rs. 780,000,000.

f. The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima facie not prejudicial to the interest of the Company.

g. The payments of principal amount and interest in respect of such loans are regular / as per stipulations.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations', there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to fixed assets and the sale of services. There were no transactions in respect of purchase of inventory and sale of goods during the year. During the course of our audit, we have not observed any major weakness in such internal control system.

v. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to Section 301 that needed to be entered into the Register maintained under the said Section have been so entered.

b. Where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, except that in respect of purchase and sale of services, for which comparable quotations are not available and in respect of which we are unable to comment.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

vii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

viii. According to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed dues, including Provident Fund, Income- tax, Wealth Tax, Service Tax, Cess and any other material statutory dues with the appropriate authorities during the year. There were no dues payable in respect of Investor Education and Protection Fund, Employees'State Insurance, Sales Tax, Custom Duty and Excise Duty.

b. There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2011 for a period of more than six months from the date they became payable.

c. Details of dues of Income-tax which have not been deposited as on March 31,2011 on account of disputes are given below:

Statute Nature of Dues Forum where Dispute is Period to which the Amount pending amount relates involved (Rs.)

Income Tax Income Tax demand arising on Appeal filed with Commissioner Year ended March 31, 818,469 Act, 1961 assessment u/s 143(3) of the of Income-Tax (Appeals)-XV, 2008 Income Tax Act, 1961 New Delhi

There are no disputed dues payable in respect of Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2011.

ix. The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

x. In our opinion and according to the information and explanations given to us, the Companv has not defaulted in the repayment of dues to banks and unsecured debenture holders. During the year the Company has not obtained any borrowings from financial institutions.

xi. In our opinion and according to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

xiii. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

xiv. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

xv. According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xvi. According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any secured debentures. Accordingly, no security is created on issue of unsecured debentures during the year.

xvii. The Company has not raised any money by public issues during the year.

xviii. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants (Registration No. 117366W)

K. A. Katki

Partner

(Membership No. 038568)

Mumbai, April 25, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Indiabulls Securities Limited ("the Company") as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on

a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (CARD) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(i) we have obtained all the infotmation and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those boohs;

(iii) the Balance Sheet, the Profit and Loss account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance sheet, the Profit and Loss account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(v) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date,

5, On the basis of the written representations received from the Directors as on March 31, 2010 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

Annexure to the Auditors Report {Referred to in paragraph 3 of oyr report of even date)

i. Having regard to the nature of the Companys business/activities/results and in our opinion and according to the information and explanations given to us, clauses viii, xiii of CARO are not applicable to the Company.

ii. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. Some of the fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

iii. In respect of its inventory:

a. The securities held as stoch-in-trade during the year in dematerialised form, were verified by the management at reasonable intervals during the year. As at the year end, there were no balances in respect of securities held as stocN-in-trade. In our opinion, the frequency of such verification is reasonable,

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of securities held as - stoch-in-trade followed by the management was reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of securities held as stock-in-trade during the year and no discrepancies were noticed on such physical verification between boot? records and statement of holdings in dematerialised form.

iv. In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register under Section 301 of the Companies Act,1956; according to the information and explanations given to us;

a. The Company has granted loans to one party during the year. As at the year end the outstanding balances of such loans aggregated to Rs. 62,500,000 and the maximum amount involved during the year was Rs. 266,000,000.

b. The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima facie not prejudicial to the interest of the Company.

c. The receipts of principal amounts and interest have been regular/as per stipulations.

d. There are no overdue amounts in excess of Rs.

I lahh in respect of loans granted to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

e. The Company has taken loan from one party during the year. At the year-end, the outstanding balance of such loan aggregated to Rs. 40,000,000 and the maximum amount involved during the year was Rs. 1,050,000,000.

f. The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima facie not prejudicial to the interest of the Company.

g. The payments of principal amount and interest in respect of such loans are regular / as per stipulations.

v. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of securities held as stock-in-trade and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

vi. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to Section 301 that needed to be entered into the Register maintained under the said Section have been so entered.

b. Where each of such transactions is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time, except that in respect of purchase and sale of services, for which comparable quotations are not available and in respect of which we are unable to comment.

vii. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

ix. According to the information and explanations given to us in tespect of statutory dues:

a. The Company has generally been regular in depositing undisputed dues, including Provident Fund, Income-tax, Wealth Tax, Service Tax, Cess and any other material statutory dues with the appropriate authorities during the year. There were no dues payable in respect of Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Custom Duty and Excise Duty.

b. There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2010 for a period of more than six months from the date they became payable.

c. There are no disputed dues payable in respect of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2010.

x. The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year,

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, financial institutions and unsecured debenture holders.

xii. In our opinion and according to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities,

xiii. Based on our examination of the records and evaluations of the related internal controls, the Company has maintained proper records of the transactions and contracts in respect of its dealing in shares, securities and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act, 1956. There were no transactions with respect to dealing in debentures.

xiv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions.

xv. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

xvi. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long-term investment.

xvii.According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xviii.According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any secured debentures. Accordingly, no security is created on issue of unsecured debentures during the year,

xix. The Company has not raised any money by public issues during the year.

xx. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Hastens & Sells Chartered Accountants

(Registration No. 117366W)

K. A.Kathi

Partner

Mumbai, April 24, 2010 (Membership No.: 038568)

Mar 31, 2009

1. We have audited the attached Balance Sheet of Indiabulls Securities Limited ("the Company") as at March 31,2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conductedour audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Centra! Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above,we report that:

i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv) in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) on the basis of written representations received from directors as on March 31,2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2009;

b) in the case of the profit and loss account, of the loss for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date) Indiabulls Securities Limited

1) In our opinion and according to the information and explanations given to us, the nature of the Companys business / activities during the year is such that clauses.ii, viii, xiii, xviii, xix, xx of the Companies (Auditors Report) Order, 2003 , are not applicable to the Company.

2) In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at . reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c. Although some part of the fixed assets have been disposed off during the year, in our opinion and according to the information and explanations given to us, the ability of the Company to continue as a going concern is not affected.

3) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956; according to the information and explanations given to us;

a. The company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. As at the year end the outstanding balances of such loans taken aggregated to Rs. Nil from one company and the maximum amount involved during the year was Rs. 1,809,300,000.

b. The rate of interest and other terms and conditions of such loans, wherever stipulated, are, in our opinion, prima facie not prejudicial to the interest of the company.

c. The company has, as at the year-end written off loan given to a subsidiary aggregating to Rs. 1,809,300,000 as the same was considered irrecoverable on account of loss incurred by the subsidiary company.

d. The company has not taken unsecured loans from any company, firm or other party covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clauses (a), (b), (c) and (d) of clause (iii) of the Order are not applicable.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services and we have not observed any continuing failure to correct major weaknesses in such internal controls. There were no transactions in respect of purchase of inventory and sale of goods during the year.

5) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements referred to Section 301 that needed to be entered into the register, maintained under the said section have been so entered.

b. According to the information and explanations given to us, where each of such transactions, (excluding those mentioned in Para 3 above), is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie;reasonable having regard to the prevailing market prices at the relevant time, except that in respect of purchase and sale of services, no comparison of prices could be made as the Company informed us that there are no prevailing market prices / alternate sources of supply. There were no transactions in respect of purchase and sale of goods and materials.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to deposits accepted from the public. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the, management have been commensurate with the size of the Company and the nature of its business.

8) According to the information and explanations given to us in respect of statutory dues:

a. The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax, Service Tax, Wealth Tax and any other material statutory dues with the appropriate authorities during the year. There were no dues payable in respect of Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Custom Duty, Excise Duty and Cess. Further, since the Centra! Government has till date not prescribed the amount of Cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

b. During the year, there are no disputed dues payable in respect of Sales tax, Income tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and Cess.

9) The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

10) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the payment of dues to banks. The Company has not obtained any borrowings either from Financial Institutions or by way of debentures.

11) In our opinion and according to the information and explanations given to us the Company has not granted loans and advances on the basis of security, pledge of shares, and other securities or by way of debentures.

12) Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities, and other investments and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name, except to the extent of the exemption granted under Section 49 of the Companies Act, 1956. There were no transactions with respect to debentures.

13) ln;our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

14) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima-facie applied by the Company during the year for the purposes for which the loans were obtained, other than temporary deployment pending application.

15) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term investment.

16) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during year.

For Deloitte Haskins & Sells Chartered Accountants

K.A. Katki

Partner Gurgaon, June 25,2009 Membership No. 038568

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