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Directors Report of Dhani Services Ltd.

Mar 31, 2023

BOARD''S REPORT

Dear Shareholders,

Your Directors are pleased to present the Twenty Eighth Annual Report of the Company alongwith the audited
statement of accounts for the financial year ended March 31, 2023.

The first six months of 2023 have been eventful for financial markets - an artificial intelligence (AI) inspired tech stock
surge, a bounce back of the cryptocurrency and a triggering of tensions in the banking sector behind the collapse of
Silicon Valley Bank and Signature Bank in the US. There has also been a relentless rise in interest rates, which was
exactly what battered markets in 2022.

Global inflation is however on a downward trajectory thanks to falling commodity prices. Easing of supply chain
pressures and a resilient labor market will also support recovery. However the pace of recovery could be slow due to
a relatively tight economic environment in some countries.

India on the other hand has staged a broad based recovery across sectors and is well on it''s way to an ascending preÂ¬
pandemic growth path. The Indian economy is well placed to grow faster in the coming decade once the global shocks
of the pandemic and the spike in commodity prices in 2022 fade away.

With improved and healthier balance sheets of the banking, non-banking and corporate sectors, a fresh credit cycle
has already begun, evident from the double-digit growth in bank credit over the past months. Indian economy has
also started benefiting from the efficiency gains resulting from greater formalisation, higher financial inclusion, and
economic opportunities created by digital technology-based economic reforms.

The buoyancy in the Capital Markets and the Real Estate sector augurs well for the Indian Economy. The burgeoning
E-commerce market is also predicted to overtake the US in the next decade. The Company is well positioned to ride
this wave across these volatile, but exciting and rewarding sectors.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial highlights of the Company, for the financial year ended March 31, 2023, are as under:

	Year ended March 31, 2023	Year ended March 31, 2022
Profit/(Loss) before Depreciation & Amortisation expenses and Tax	5,504.15	(1,750.61)
Less: Depreciation & Amortisation expenses	22.43	21.88
Profit/(loss) before Tax	5,481.72	(1,772.49)
Less: Tax Expense	2,967.89	698.97
Profit/(loss) from continuing operations after tax	2,513.83	(2,471.46)
Profit /(loss) from discontinued operations after tax	-	-
Profit/(loss) for the year	2,513.83	(2,471.46)
Other comprehensive income (net of taxes)	35.29	1,131.48
Total comprehensive income for the year	2,549.12	(1,339.98)
Balance in retained earnings at the beginning of the year	17,951.24	20,419.81
Profit/(loss) for the year	2,513.83	(2,471.46)
Other comprehensive income (net of taxes)	-0.97	2.89
Other comprehensive income - Sale for equity instruments	1480.88	-
Balance in retained earnings at the end of the year	21,944.98	17,951.24

The total revenue of the Company during the financial year ended March 31, 2023 stood at Rs. 10,929.29 lakh with
a net profit of Rs. 2,513.83 lakh. The Company proposes to retain the entire amount of Rs. 21,944.98 lakh in the
statement of profit & loss. The consolidated revenue of the Company stood at Rs. 73,972.98 lakh and the consolidated
net loss after tax stood at Rs. 48,131.08 lakh.

DIVIDEND

The Company has not declared any dividend during the financial year 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Gurbans Singh (DIN: 06667127), was appointed by the board as an Additional Director designated as WholeÂ¬
time Director & Key Managerial Personnel designated as Executive Chairman of the Company, for a period of 5 years
w.e.f. June 18, 2023. The existing term of Ms. Swati Jain (DIN: 09784228) as Non-Executive Independent Director of
the Company is upto November 10, 2023. On the recommendation of the Nomination & Remuneration Committee,
the Board of directors of the Company in its meeting held on August 11, 2023 has re-appointed Ms. Swati Jain (DIN:
09784228) as Non-Executive Independent Director of the Company for second consecutive term of 2 years effective
from November 11, 2023 and has also appointed Mr. Prem Prakash Mirdha (DIN: 01352748) as Non-Executive
Independent Director of the Company for a period of 2 years w.e.f. August 11, 2023. In compliance with applicable
provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI Listing Regulations and in terms of Board
authorisation dated August 11, 2023, Postal Ballot Notice dated August 11, 2023 has been sent to the shareholders
of the Company on August 14, 2023 in compliance with relevant circulars issued by the Ministry of Corporate Affairs,
seeking their approval to the appointment of Mr. Gurbans Singh, Ms. Swati Jain and Mr. Prem Prakash Mirdha, as
aforesaid. The e-voting period shall be from August 16, 2023 upto September 14, 2023. The results of postal ballot
will be declared on or before, September 16, 2023.

All the Independent Directors have given declaration that they meet the criteria of independence laid down under
Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI LODR Regulations''). The brief resume of the Directors proposed to be appointed/ reappointed,
nature of their expertise in specific functional areas, terms of appointment, names of companies in which they hold
directorships, memberships/ chairmanships of Board Committees, along with names of listed entities from which
they have resigned in the past three years, are provided in the Notice convening the Twenty Eighth Annual General
Meeting of the Company.

To ensure the continuity of guidance, vast experience, knowledge and managerial skills, on the recommendation
of the Nomination & Remuneration Committee the Board has appointed Mr. Divyesh B. Shah (DIN: 00010933)
Whole-time Director & Key Managerial Personnel as Chief Executive Officer of the Company, w.e.f. March 31, 2023.
In compliance with the applicable regulatory provisions, the Board has recommended the re-appointment of Mr.
Divyesh B. Shah, who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible,
has offered himself for re-appointment as director.

On completion of tenure Mrs. Fantry Mein Jaswal, (DIN: 07011247), Mr. Praveen Kumar Tripathi, (DIN: 02167497),
Mr. Rakesh Mohan Garg, (DIN: 08970794), Mr. Vijay Chugh (DIN: 07112794), and Mr. Mohanbir Singh Sawhney
(DIN: 07136864) have ceased to be Non-Executive Independent Director(s) of the Company w.e.f. August 22, 2022,
September 15, 2022, November 24, 2022, December 20, 2022, October 6, 2022, respectively.

Effective from August 17, 2022, Mr. Vikas Khandelwal was appointed as Company Secretary in place of Mr. Lalit
Sharma. Mr. Vikas Khandelwal had resigned on December 30, 2022 and in his place, Mr. Ram Mehar (FCS 6039) has
been appointed as Company Secretary of the Company with effect from December 30, 2022.

During the financial year 2022-23 and upto the date of this report, the following changes have also taken place in the
Board:

(a) Mr. Anish Williams (DIN: 03314110), Non-Executive Director and Mr. Pinank Jayant Shah (DIN: 07859798),
Executive Director resigned due to personal reasons and other commitments, w.e.f. September 23, 2022 and
January 1, 2023, respectively;

(b) Mr. Sandeep Kadam (DIN: 09343578) ceased to be Non-Executive Director of the Company w.e.f. January 1, 2023;

(c) In compliance with applicable provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI Listing
Regulations, the appointment of Ms. Swati Jain (DIN: 09784228) and Mr. Aishwarya Katoch (DIN: 00557488) as
Non-Executive Independent Directors and of Mr. Amit Ajit Gandhi (DIN: 07606699) as Non-Independent NonÂ¬
Executive Director of the Company have been approved by the shareholders of the Company through Postal
Ballot; and

(d) Mr. Sameer Gehlaut (DIN: 00060783), who had moved to the role of Non-Executive Chairman of the Company
w.e.f. March 31, 2023, had resigned due to his personal reasons and other commitments w.e.f. June 17, 2023.

SHARE CAPITAL

During the financial year 2022-23 and upto the date of this report, the Company has issued and allotted 22,00,000
(Twenty Two Lacs) fully paid-up equity shares of face value INR 2/- each, to eligible employees upon exercise of
options vested in their favour under ''Dhani Services Limited Employees Stock Option Scheme - 2008''.

Consequently, the paid up share capital of the Company increased to Rs. 121,62,96,148.40 divided into 60,32,59,386
fully paid up equity shares of face value Rs. 2/- each and 88,88,524 partly paid-up equity shares of face value of Rs. 2
each, paid up Rs. 1.10 each (PPS). Voting rights in respect of PPS are proportionate to the amount paid-up thereon.

ESOP/SAR SCHEMES

During the year under review ESOPs aggregating to 1.16 Cr and SARs aggregating to 1.97 Cr. granted pursuant to
shareholders'' authorisation(s) in compliance with applicable SEBI Regulations, were surrendered by the employees
due to various reasons. During the year under review 1,16,00,000 ESOPs representing an equal number of fully paid-
up equity shares of face value of Rs. 2/- each in the Company under "Dhani Services Limited Employees Stock Option
Scheme(s) - 2008 & 2009" were granted to the eligible employees and 22,00,000 (Twenty Two Lacs) fully paid-up
equity shares of face value INR 2/- each, were issued and allotted to eligible employees upon exercise of options
vested in their favour under ''Dhani Services Limited Employees Stock Option Scheme - 2008''.

There has been no variation in the terms of the options granted under any of the ESOP/SAR schemes and all the
schemes are in compliance with SBEB Regulations.

The disclosures required to be made under SBEB Regulations and the Act read with Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014, in respect of all existing ESOP Schemes/SARs of the Company have been placed
on the website of the Company www.dhani.com.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit
of Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The fully paid up Equity Shares (ISIN: INE274G01010) and partly paid up Rights Equity Shares (ISIN: IN9274G01034) of the
Company continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to
both the exchanges for the financial year 2023-24 have been paid. The GDRs issued by the Company continue to remain
listed on Luxembourg Stock Exchange (LSE). However, in view of very low number of GDR''s being outstanding vis-a-vis very
thin volume of trading in GDR''s, the Company has initiated the process of getting these GDRs delisted from LSE in response
of which LSE has informed that delisting of GDRs will be effective from October 2, 2023.

SCHEME OF ARRANGEMENT

In line with the long term business objectives of the Company to further accelerate the scaling up of the operations
and to provide synergy of consolidated business operations and management and to streamline the operations of
the Company and /or its identified subsidiaries to have a simplified and streamlined holding structure with pooled
resources, the Board of Directors of the Company, has approved the composite Scheme of Arrangement inter-alia
involving Amalgamation of the Company along with its certain subsidiary companies with and into Yaari Digital
Integrated Services Limited ("Amalgamated Company" / "Resulting Company "Yaari") and subsequent automatic
dissolution of Amalgamating Companies.

Under the proposed Scheme subsidiaries of the Company getting amalgamating with Yaari are Savren Medicare
Limited, Auxesia Soft Solutions Limited, Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata
Tradelink Limited, Evinos Developers Limited, Milky Way Buildcon Limited, Indiabulls Consumer Products Limited,
Indiabulls Infra Resources Limited, Jwala Technology Systems Private Limited, Mabon Properties Limited and Juventus
Estate Limited.

The Scheme is subject to all applicable statutory and regulatory approvals, including approval from the stock
exchanges, SEBI, shareholders and creditors of the company and the jurisdictional bench of the NCLT. The Company
has already filed the Scheme with National Stock Exchange of India Limited and BSE Limited for seeking their & SEBI''s
NOC to the Scheme, which is awaited.

Upon the Scheme coming into effect, the fully paid-up equity shares of Yaari will be issued to the shareholders of the
Company, basis the swap ratio as mentioned in the scheme i.e.

"294 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each fully paid-up"

"162 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each partly
paid-up. The paid-up value of partly paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in
proportion to paid up value."

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company was shifted from ''M - 62 & 63, First Floor, Connaught Place, New Delhi - 110001''
to ''1/1E, First Floor, East Patel Nagar, New Delhi-110008'', with effect from May 1, 2022. Pursuant to shareholders''
authorization through postal ballot dated May 25, 2023, the Company has initiated the process of shifting its registered
office from Delhi to the State of Haryana.

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

On the utilization of proceeds of Rights Issue of the Company, there was no deviation from the Objects stated in the
Letter of Offer for Company''s Rights Issue.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE
RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of the Act read with the relevant
rules (to the extent applicable) and SEBI LODR Regulations, not elsewhere mentioned in this Report, are given in
"Annexure A" forming part of this Report.

AUDITORS

(a) Statutory Auditors

The appointment of M/s Sharp & Tannan Associates, Chartered Accountants (Firm Registration Number
109983W) (a member firm of Russell Bedford International ("RB") as Statutory Auditors of the Company was
approved in the 27th Annual General Meeting of the Company held on September 29, 2022, to hold office from
the conclusion of 27th AGM until the conclusion of 29th AGM to be held in the calendar year 2024, including the
payment of remuneration for FY 2022-23 and FY 2023-24. In terms of applicable regulatory provisions, M/s Sharp
& Tannan Associates, Chartered Accountants have confirmed that they are eligible to hold the office of Statutory
Auditors of the Company for FY 2023-24.

Management response on the qualification as mentioned in the Auditor''s report on consolidated Financial
Statements of the Company as at March 31, 2023, forming part of this Annual Report is as under:

"The Reserve Bank of India issued a communication to the industry dated 20 June 2022 which impacted one
of the Company''s products/services offered to its customers. Considering the exceptional circumstances
which arose on account of the impact of the above RBI communication, the Company on an exceptional and
conservative basis had created a provision for impairment losses on financial instruments of Rs.72,961.20 lakhs
(net of deferred tax) from the outstanding balance in the securities premium account. Also, there is no resultant
impact on the carrying value of the total equity, assets and liabilities of the Company due to this exceptional
treatment."

The Notes to the Accounts referred to in the Auditors'' Report are self - explanatory and therefore do not call
for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section
143(12) of the Act.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has
appointed M/s Say & Associates (formerly known as M/s A. K. Kuchhal & Co.), a firm of Company Secretaries
in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year
2022-23. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the
Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2022-23,
is annexed as "Annexure 1" and forming part of this Report. The Secretarial Audit Report is self-explanatory and
therefore do not call for any further explanation.

The Secretarial Compliance Report as prescribed by SEBI is annexed as "Annexure 2" and forming part of this
Report.

The Secretarial Audit Report of material subsidiary companies, namely, Dhani Loans and Services Limited,
Indiabulls Asset Reconstruction Company Limited, Dhani Healthcare Limited and Transerv Limited are annexed
as "Annexure 3", "Annexure 4", "Annexure 5" and "Annexure 6", respectively.

(b) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Act.
CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believes that for an organisation to succeed in long term, it is imperative to keep the overall
well-being of the society at the core of its values and purpose. Our main objective in this regard is to do meaningful
work with measurable output and maximum impact on the society. The Company''s vision is to contribute towards
a society where quality healthcare, education and livelihood opportunities converge to create an equitable future
for all families and communities. Corporate Social Responsibility is not mere an obligation for us but we yearn to
transform Bharat into a stronger and healthier nation.

Indiabulls Foundation (IBF) is the CSR arm of the Company and drives its various social engagement initiatives. As the
Social Development arm, IBF assesses the pressing needs of the marginalized communities and delivers tailor-made,
technology-driven solutions aimed at improving overall living standards of the communities it works with.

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken CSR projects in
the area of Education, as per its CSR Policy (available on Company''s website)

https://www.dhani.com/services/wp-content/uploads/2020/12/csr-policy-isl_1564987829.pdf and the details are
contained in the Annual Report on CSR Activities given in "Annexure 7", forming part of this Report. The project is in
accordance with Schedule VII of the Act read with the relevant rules.

During the FY 2022-23, the Company had paid an amount of Rs. 41.81 lacs being 2% of average net profits of
the Company for three immediately preceding financial years, to Indiabulls Foundation towards effectuation and
implementation of CSR activities for FY 2022-23, on the promotion of Health/Education, on ongoing basis. The said
amount remained unspent upto March 31, 2023 and Indiabulls Foundation had, on April 29, 2023, transferred the
same to Unspent CSR Account as per section 135(6) of the Companies Act 2013. April 30, 2023 and May 1, 2023 being
holidays, the amount got credited in the said account on May 2, 2023. In terms of provisions of Section 10 of The
General Clauses Act, 1897, the said transfer is within the prescribed timelines.

Further, during the current financial year, an expenditure of ^17.90 lakh being 2% of average net profits of the
Company for three immediately preceding financial year, has been approved towards CSR activities for FY 2023Â¬
24, in accordance with CSR Policy of the Company and notified CSR Rules, to implement the CSR activities through
any company established under Section 8 of the Act or registered trust or society, for the purpose of undertaking
programs or projects, on ongoing basis, within the preview of notified CSR Rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, Management''s Discussion and Analysis Report, for the year
under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Corporate Governance Practices followed by the Company,
together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate
section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility and Sustainability Report (BRSR) is
presented in a separate section forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134 of the Act:

a) that in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting
standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and
applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company, as at March 31, 2023 and of the profit and loss of the
Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were
operating effectively; and

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity
and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable
growth. Your Directors wish to place on record their appreciation of the contributions made and committed services
rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for
the continuous assistance and support received from the investors, clients, bankers, regulatory and government
authorities, during the year.

For Dhani Services Limited

Sd/- Sd/-

Gurbans Singh Divyesh B. Shah

Place: Mumbai Executive Chairman Whole-time Director & CEO

Date: August 11, 2023 (DIN: 06667127) (DIN: 00010933)

Mar 31, 2021

Your Directors are pleased to present the Twenty Sixth Annual Report of the Company alongwith the audited statement of accounts for the financial year ended March 31, 2021.

The year gone by has been unprecedented in all of our lives. At the beginning of 2020, few of us could have anticipated the profound challenges that the world would face in the months ahead. The COVID-19 pandemic prompted an unprecedented health crisis, loss of lives and livelihood for millions and large scale economic disruption around the globe. Medical researchers the world over rose to the challenge, and by December 2020, the first vaccines to counter the infection were approved. By early 2021, multiple vaccines were rolled out across the world, raising hopes of finally containing the pandemic.

India did well to control the spread of infections in the first wave and, supported by government and RBI''s initiatives, the battered economy clawed its way back to growth from October - November 2020 onwards. However, the sharp rise in COVID-19 cases since March 2021 has led to the re-imposition of restrictions in various states and cities which has impacted economic activity. The spiralling count of infections and deaths seen in April and early May 2021 has now receded and the economy is tentatively opening up again. Vaccination has gathered very good pace and it would not be overly optimistic to hope that we may finally be getting to a stage where we can put the most devastating aspects of the pandemic behind us.

Supported by generous monetary and fiscal measures by central banks and governments the world over, including in India, deep economic damage seems to have been contained, and it is expected that the world economy will be nurtured back to good health over the next couple of years.

Through financial year 2020-21, the Company continued to rationalize its balance sheet following the difficult liquidity scenarios that the financial sector has been facing since September 2018, following the default by the infrastructurelending focused NBFC IL&FS. The Company even amid an unprecedented global crisis, continue to balance success as a business with exemplary governance and responsiveness to the needs of all our stakeholders.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial highlights of the Company, for the financial year ended March 31, 2021, are as under:

Amount in '' Lakhs
	Year ended March 31, 2021	Year ended March 31, 2020
Profit/(loss) before Depreciation & Amortisation expenses and Tax	(764.21)	25,718.59
Less: Depreciation & Amortisation expenses	19.38	16.50
Profit/(loss) before Tax	(783.59)	25,702.09
Less: Tax Expense	891.41	1,014.46
Profit/(loss) from continuing operations after tax	(1,675.00)	24,687.63
Profit /(loss) from discontinued operations after tax	-	(82.83)
Profit/(loss) for the year	(1,675.00)	24,604.80
Other comprehensive income (net of taxes)	152.27	(151.93)
Total comprehensive income for the year	(1,522.73)	24,452.87
Balance in retained earnings at the beginning of the year	18,553.20	11,916.95
Profit/(loss) for the year	(1,675.00)	24,604.80
Other comprehensive income - Remeasurement of defined employee benefit plans (net of taxes)	0.45	15.42
Other comprehensive income - Sale for equity instruments	-	65.60
Transfer from share based payments - Options lapsed	3,541.16	227.07

Amount in '' Lakhs
	Year ended March 31, 2021	Year ended March 31, 2020
Amount transferred to capital redemption reserve upon buy-back	-	(1,333.33)
Interim Dividend on Equity Shares	-	(17,174.35)
Corporate Dividend Tax on Interim Dividend on Equity Shares	-	(2.96)
Interim dividend received on Treasury Shares	-	234.00
Balance in retained earnings at the end of the year	20,419.81	18,553.20

The total revenue of the Company during the financial year ended March 31, 2021 stood at '' 3,539.00 lakh with a net loss of '' 1,675.00 lakh. The Company proposes to retain the entire amount of '' 20,419.81 lakh in the statement of profit & loss. The consolidated revenue of the Company stood at '' 136,345.70 lakh and the consolidated net loss after tax stood at '' 22,976.90 lakh. This decline in revenue was primarily due to the fundamental change in the Company''s business model to monthly subscriptions as the main revenue driver and adverse impact of COVID-19 pandemic.

DIVIDEND

The Company has not declared any dividend during the financial year 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2020-21, Mr. Sameer Gehlaut, the Founder Promoter, was appointed as Whole time Director & Key Managerial Personnel, designated as Chairman and Chief Executive Officer (CEO) of the Company effective from September 25, 2020.

Mr. Rakesh Mohan Garg, IRS (Retd.) (DIN: 08970794) and Mr. Vijay Chugh (Retired Principal Chief General Manager, RBI) (DIN: 07112794) were appointed as Non-Executive Independent Director(s) (Additional Directors) of the Company, for a period of one year w.e.f. November 25, 2020 and December 21, 2020, respectively. Mr. Anish Williams (DIN: 03314110) was appointed as a Non-Independent Director (Additional Director) on the Board of the Company w.e.f. December 21, 2020. Being Additional Directors, they hold office up to the date of ensuing Annual General Meeting of the Company. The Board recommends the appointments of Mr. Garg and Mr. Chugh, as such for a period of one year w.e.f. November 25, 2020 and December 21, 2020, respectively, as Non-Executive Independent Director(s), not liable to retire by rotation and appointment of Mr. Williams as a Non-Executive Director, liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

The existing term of Mrs. Fantry Mein Jaswal, IRS (Retd.) (DIN: 07011247), Mr. Praveen Kumar Tripathi, a retired IAS and Ex- Chief Secretary, Govt. of NCT Delhi (DIN: 02167497), Mr. Rakesh Mohan Garg, IRS (Retd.) (DIN: 08970794) and of Mr. Vijay Chugh (Retired Principal Chief General Manager, RBI) (DIN: 07112794) as Non-Executive Independent Director(s) of the Company, is upto August 22, 2021, September 15, 2021, November 24, 2021 and December 20, 2021, respectively. To ensure continuity of their guidance, the Board has recommended their re-appointment as Non- Executive Independent Directors of the Company for additional one year i.e. up to August 22, 2022, September 15, 2022, November 24, 2022 and December 20, 2022, respectively.

Further, in compliance with the applicable regulations, Mr. Pinank Jayant Shah (DIN: 07859798), Executive Director and Key Managerial Personnel, liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR Regulations''). The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, terms of appointment and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Notice convening the

Twenty Sixth Annual General Meeting of the Company.

During the financial year 2020-21 and upto the date of this report, the following changes have also taken place in the Board:

(a) Mr. Divyesh B. Shah was re-designated as Chief Operating Officer of the Company w.e.f. August 28, 2020;

(b) Mr. Shyam Lal Bansal (DIN: 02910086) and Mr. Alok Kumar Misra (DIN: 00163959) ceased to be the Independent Directors on completion of their respective tenure(s) w.e.f. August 27, 2020; and

SHARE CAPITALDuring the financial year 2020-21, the Company had:

(a) Issued and allotted 2,79,85,452 fully paid up equity shares of face value '' 2/- each, at a price of '' 550/- per equity share, (including a premium of '' 548/- per Equity Share) to certain foreign investors, upon conversion of equivalent number of Compulsorily Convertible Debentures (CCDs) of face value of '' 550/- each, earlier issued and allotted to them on a preferential basis, in terms of shareholders'' approval dated November 21, 2018 and November 28, 2018.

(b) Issued and allotted 3,36,00,000 fully paid up equity shares of face value '' 2/- each, at a price of '' 175/- per equity share, (including a premium of '' 173/- per equity share) to certain foreign investors, on a preferential basis, in terms of shareholders'' approval dated September 25, 2020.

(c) Received the second call money of ''36/- ('' 0.50 face value and '' 35.50 premium) on 26,344 partly paid shares which got listed for trading in relevant ISIN.

Consequently, the paid up share capital of the Company increased to '' 114,54,06,140.80 divided into 52,71,14,892 Fully Paid-up Equity shares of face value '' 2/- each and 8,28,30,208 Partly Paid up Equity Shares (PPS) of face value of ''2/- each (Paid-up value ''1.10 per PPS) and 78,910 PPS of face value of ''2/- each (Paid-up value Re.0.80 per PPS). Voting rights in respect of PPS are proportionate to the amount paid-up thereon.

ESOP SCHEMES

Presently, stock options granted to the employees operate under the schemes namely; "Dhani Services Limited Employees Stock Option Scheme - 2008 and "Dhani Services Limited Employees Stock Option Scheme - 2009. During the year under review no stock option was granted to any employee under these schemes. However, during the current financial year, 1,01,00,000 stock options representing an equal number of fully paid-up equity shares of face value of '' 2/- each in the Company under "Dhani Services Limited Employees Stock Option Scheme(s) - 2008 & 2009" were granted to the eligible employees.

SAR SCHEMES

Presently, stock appreciation rights granted to the employees operate under the scheme namely; "Dhani Services Limited - Employee Stock Benefit Scheme - 2019", "Dhani Services Limited - Employee Stock Benefit Scheme - 2020" and "Dhani Services Limited - Employee Stock Benefit Scheme -2021" (hereinafter individually and/or collectively referred to as the "Scheme"). In compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations), the Company has set up a registered employee''s welfare trust titled "Udaan Employee Welfare Trust" (formerly Indiabulls Ventures Limited - Employees Welfare Trust)" (the "Trust") to efficiently manage the Scheme and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the Scheme. Since shares granted under the Scheme, on account of exercise of options, will be out of those purchased by the Trust from the secondary market, there will be no dilution in shareholding.

During the year under review and upto the date of this Report, 1,97,00,000 shares held by the Trust have been appropriated for the implementation and management of Company''s employees benefit scheme viz. the "Dhani Services Limited - Employee Stock Benefit Scheme - 2019" and "Dhani Services Limited - Employee Stock Benefit Scheme - 2020", towards grant of Share Appreciations Rights (SARs) to the employees of the Company and its subsidiaries as permitted pursuant to and in compliance with applicable SBEB Regulations.

There has been no material variation in the terms of the options granted under any of these schemes and all the schemes are in compliance with SBEB Regulations.

The disclosures required to be made under SBEB Regulations and the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, in respect of all existing ESOP Schemes/SARs of the Company have been placed on the website of the Company www.dhani.com.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

CHANGE OF NAME OF THE COMPANY

The name of the Company stands changed from Indiabulls Ventures Limited to Dhani Services Limited with effect from October 6, 2020, vide fresh Certificate of Incorporation, issued by Registrar of Companies, NCT of Delhi & Haryana (ROC).

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Regulation 32 of the SEBI LODR Regulations, statement of deviation, for the quarter and year ended March 31, 2021, on the utilization of proceeds of Rights Issue of the Company was placed before the Audit Committee, in its meeting held on June 18, 2021, wherein the Audit Committee noted that there was no deviation as regards the utilization of funds from the Objects stated in the Letter of Offer for Company''s Rights Issue and post its approval the same was submitted with the Stock Exchanges on June 18, 2021.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of the Act read with the relevant rules (to the extent applicable) and SEBI LODR Regulations, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

AUDITORS(a) Statutory Auditors

The Notes to the Accounts referred to in the Auditors'' Report are self - explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the Act.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has appointed M/s A. K. Kuchhal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2020-21. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2020-21, is annexed as "Annexure 1" and forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Compliance Report as prescribed by SEBI is annexed as "Annexure 2" and forming part of this Report.

The Secretarial Audit Report of material subsidiary company, namely, Dhani Loans and Services Limited is annexed as "Annexure 3".

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Act. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the area of Education, as per its CSR Policy (available on your Company''s website https://www.dhani.com/wp-content/ uploads/2020/12/csr-policy-isl_1564987829.pdf and the details are contained in the Annual Report on CSR Activities given in "Annexure 4", forming part of this Report. The project is in accordance with Schedule VII of the Act read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, Management''s Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility Report (BRR) is presented in a separate section forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

a) that in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2021 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For Dhani Services Limited

Sd/- Sd/-

Divyesh B. Shah Pinank Jayant Shah

Place: Mumbai Whole-time Director & COO Executive Director

Date: August 6, 2021 (DIN: 00010933) (DIN: 07859798)

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Third Annual Report and the audited statement of accounts of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The highlights of the standalone financial results for the financial year ended March 31, 2018 are as under:

	Year ended 31-Mar-18 (Amount in Rs.)	Year ended 31-Mar-17(Amount in Rs.)
Profit before Depreciation & Amortisation expenses and Tax	719,564,875	609,004,115
Less: Depreciation & Amortisation expenses	16,502,768	16,226,995
Profit before Tax	703,062,107	592,777,120
Less: Tax Expense/(benefit)	181,865,404	121,847,591
Profit after Tax	521,196,703	470,929,529
Add: balance of profit brought forward	143,616,727	81,63,762
Amount available for appropriation	664,813,430	479,093,291
Appropriations
Interim Dividend on Equity Shares	-	320,206,920
Corporate Dividend Tax on Interim Dividend on Equity Shares	-	15,269,644
Balance of profit carried forward to Balance Sheet	664,813,430	143,616,727

The Total Revenue of the Company during the financial year ended March 31, 2018 was Rs. 202.33 crores with a net profit of Rs. 52.12 crores. The Company proposes to retain the entire amount of Rs. 66.48 crores in the statement of profit & loss. The consolidated revenue of the Company was Rs. 1,053.66 crores and the consolidated net profit was Rs. 236.75 crores.

DIVIDEND

No dividend was declared, for the financial year 2017-18.

During the financial year 2017-18, the unclaimed dividend pertaining to the financial year ended March 31, 2010 and interim dividend for the financial year 2010-11, got transferred to Investor Education and Protection Fund, after giving due notice to the members. Those members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or Karvy Computershare Private Limited.

Further pursuant to the requirements of SEBI Circular no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8, 2016, the Dividend Distribution Policy of the Company is available on the website of the Company i.e. http:// www.indiabullsventures.com/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a broad based Board of Directors (Board), constituted in compliance with the Companies Act, 2013, Listing Agreement executed by the Company with the Stock Exchange and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) and in accordance with highest standards of Corporate Governance in its management, which ensures an appropriate mix of Executive/Non Executive, Woman Director and Independent Directors with demonstrated skill sets and relevant experience. With effect from September 23, 2017, the Board of the Company comprises of the following directors:

(i) Mr. Sameer Gehlaut (DIN: 00060783) as its Non - Executive Chairman.

(ii) Mr. Divyesh B. Shah (DIN: 00010933) as its Whole-time Director & CEO.

(iii) Mr. Gagan Banga (DIN: 00010894) as its Non-Executive Director.

(iv) Mr. Pinank Jayant Shah (DIN: 07859798) as its Executive Director.

(v) Mrs. Vijayalakshmi Rajaram Iyer (DIN: 05242960), as its Independent Director.

(vi) Mr. Shyam Lal Bansal (DIN: 02910086), as its Independent Director.

(vii) Mr. Alok Kumar Misra (DIN: 00163959), as its Independent Director.

(viii) Retd. Brig. Labh Singh Sitara (DIN: 01724648), as its Independent Director.

The Board members have excellent leadership and guidance abilities, wide and rich professional knowledge and experience in diverse fields viz. finance, banking, regulatory and public policy etc., thereby bringing an enabling environment for value creation through sustainable business growth of the Company.

During the year Mr. Aishwarya Katoch (DIN: 00557488) Independent Director, had resigned from the Board w.e.f. September 18, 2017 and Mr. Prem Prakash Mirdha (DIN: 01352748), Independent Director and Mr. Ajit Kumar Mittal (DIN: 02698115), Non-Executive Director, had resigned from the Board w.e.f. September 23, 2017. The Board has placed on record its appreciation for the contribution made by Mr. Katoch, Mr. Mirdha and Mr. Mittal, during their tenure of office.

All the Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Companies Act, 2013 (the Act).

In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Pinank Jayant Shah (DIN: 07859798), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his re-appointment.

Present composition of the Board is provided in the Report on Corporate Governance, presented in a separate section forming part of this Annual Report. The brief resume of the Director(s) proposed to be appointed/reappointed, nature of their expertise in specific functional areas, terms of appointment and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, are provided in the Notice convening the 23^rd Annual General Meeting of the Company.

SHARE CAPITAL

During the year under review, 82,948,313 partly paid up equity shares of the Company, of face value of Rs. 2 each, were allotted at a price of Rs. 240 per equity share (including a premium of Rs. 238 per equity share), on Rights basis, with Rs. 60/- (including a premium of Rs. 59.50) as paid up per equity share. The balance Rs. 180 (including a premium of Rs. 178.50) per equity share shall be payable in three tranches - First Call (Rs.36 including a premium of Rs. 35.70 per equity share), Second Call (Rs.36 including a premium of Rs. 35.70 per equity share) and Third & Final Call (Rs.108 including a premium of Rs. 107.10 per equity share). During the current financial year, the First Call of Rs. 36 (including a premium of Rs. 35.70) per equity share has been made, the last date for payment of which is August 21, 2018. The paid up equity share capital of the Company as on March 31, 2018, was Rs. 926,256,160.50 comprising of 442,391,002 fully paid up Equity Shares of face value of Rs. 2 each and 82,948,313 partly paid up Equity Shares, of face value of Rs. 2 each with paid up value of Re. 0.50 each.

Subsequently, during the current financial year till the date of this report, the Company has issued and allotted the following securities:

(i) Pursuant to and in terms of shareholdersâ approval dated April 25, 2017, the Company, on June 11, 2018, had allotted 33,800,000 fully paid up equity shares of face value of Rs. 2/- each against conversion of 33,800,000 convertible warrants earlier issued by it on preferential basis to its certain promoter entities, in terms of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended (ICDR Regulations).

(ii) Pursuant to and in terms of shareholdersâ approval dated May 31, 2018 and in terms of Chapter VII of ICDR Regulations, the Company, on June 11, 2018, has issued and allotted an aggregate of 45,839,888 fully paid up equity shares of face value of Rs. 2/- each of the Company, at an issue price of Rs. 450 (including a premium of Rs. 448) per equity share, to certain foreign companies/ foreign portfolio investors registered with the Securities and Exchange Board of India.

(As a result of the aforesaid allotments of fully paid up equity shares, the paid up share capital of the Company stands increased to Rs. 1,085,535,936.50 divided into 522,030,890 fully paid up Equity Shares of face value of Rs. 2 each and 82,948,313 partly paid up Equity Shares, of face value of Rs. 2 each, with paid up value of Re. 0.50 each.)

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to Regulation 32 of the SEBI LODR Regulations and Regulation 16 of SEBI (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2017, Monitoring Agency Report dated April 21, 2018, for the Rights Issue of the Company, for the quarter ended March 31, 2018 was placed before the Audit Committee, in its meeting held on April 23, 2018, wherein the Audit Committee noted that there was no deviation as regards the utilization of funds from the Objects stated in the Letter of Offer dated February 1, 2018 and post its approval the said report was submitted with the Stock Exchanges on April 25, 2018.

Further, Pursuant to Regulation 32 of the SEBI LODR Regulations, statement of deviation, for the quarter ended June 30, 2018, on the utilization of proceeds of Rights Issue and Preferential Issues of the Company was placed before the Audit Committee, in its meeting held on July 23, 2018, wherein the Audit Committee noted that there was no deviation as regards the utilization of funds from the Objects stated in the Letter of Offer and explanatory statement to the notices for the general meeting, for IVLâs Rights Issue and Preferential Issue, respectively and post its approval the said report was submitted with the Stock Exchanges on July 23, 2018.

EMPLOYEE STOCK OPTIONS

Presently, stock options granted to the employees operate under the schemes namely; âIndiabulls Ventures Limited Employees Stock Option Scheme â 2008 and âIndiabulls Ventures Limited Employees Stock Option Scheme - 2009. Under these schemes, during the year under review, an aggregate of 12,050,000 Stock Options (10,500,000 Stock Options at an exercise price of Rs. 219.65 per option and 1,550,000 Stock Options at an exercise price of Rs. 254.85 per option) had been granted to certain eligible employees. The exercise price was determined in accordance with the pricing formula approved by the members i.e. at the latest available closing price of the equity share on the NSE, prior to the date of the meetings of the Compensation Committee at which these options were granted. The options granted as aforesaid are exercisable over a period of five years from the date of their respective vesting and none of the options granted as aforesaid have vested during the year and consequently, no options have been exercised. There has been no material variation in the terms of the options granted under any of these schemes and both the schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The disclosures as required under these regulations have been placed on the website of the Company http://www.indiabullsventures.com/.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2018-19 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

M/s Walker Chandiok & Co LLP (Firm Regn. No. 001076N/N500013) (a member of Grant Thornton International), the statutory auditors of the Company were appointed by the members in their twenty second Annual General Meeting, held on September 29, 2017, for a period of five years i.e. until the conclusion of the twenty seventh Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of twenty seventh Annual General Meeting shall be in accordance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder. As required under the SEBI LODR Regulations, M/s Walker Chandiok & Co LLP, Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI. The Board recommends the ratification of the appointment of M/s Walker Chandiok & Co LLP, as statutory auditors of the Company till the conclusion of twenty seventh Annual General Meeting of the Company.

The Notes to the Accounts referred to in the Auditorsâ Report are self - explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s A. K. Kuchhal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2017-18. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2017-18, is annexed as âAnnexure 1â and forming part of this Report. The Report is self - explanatory and therefore do not call for any further explanation.

The Company is not required to make and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under âCorporate Social Responsibility (CSR)â, the Company has undertaken projects in the area of Nutrition, as per its CSR Policy (available on your Companyâs website http://www.indiabullsventures.com/) and the details are contained in the Annual Report on CSR Activities given in âAnnexure 2â, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, Managementâs Discussion and Analysis Report (MDA), for the year under review, is presented in a separate section forming part of this Annual Report. The disclosures made under MDA is to be read together with this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, form part of this Annual Report, which is to be read together with this Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations a separate section on the Business Responsibility Report (BRR) is presented in a separate section forming part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2018 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and SEBI LODR Regulations, not elsewhere mentioned in this Report, are given in âAnnexure Aâ forming part of this Report.

GREEN INITIATIVES

The Companyâs Environmental Management System (EMS) focuses on assessing the environmental cost of the Companyâs services and activities, and seeks to reduce or eliminate the negative impact and increase their positive effects. Environmental sustainability is important to the Company and is one of the reasons behind the Companyâs push to digitize its processes.

Electronic copies of the Annual Report 2018 and Notice of the 23rd AGM are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018 and Notice of the 23^rd AGM are sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 23rd AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI LODR Regulations. The instructions for remote e-voting are provided in the Notice convening the 23rd AGM.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Divyesh B. Shah Pinank Jayant Shah

Date: July 23, 2018 Whole-time Director & CEO Executive Director

Place: Mumbai DIN: 00010933 DIN: 07859798

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report and the audited statement of accounts of the Company for the financial year ended March 31, 2017.

FINANCIAL RESULTS

The highlights of the standalone financial results for the financial year ended March 31, 2017 are as under:

	Year ended	Year ended
	31-Mar-17	31-Mar-16
	(Amount in Rs.)	(Amount in Rs.)
Profit before Depreciation & Amortisation expenses and Tax	609,004,115	286,998,928
Less: Depreciation & Amortisation expenses	16,226,995	25,677,731
Profit before Tax	592,777,120	261,321,197
Less: Provision for Taxation & prior period tax adjustments	121,847,591	92,668,834
Profit after Tax and prior period tax adjustment	470,929,529	168,652,363
Add: balance of profit brought forward	81,63,762	864,671,275
Amount available for appropriation	479,093,291	1,033,323,638
Appropriations
Interim Dividend on Equity Shares	320,206,920	877,132,756
Corporate Dividend Tax on Interim Dividend on Equity Shares	15,269,644	148,027,120
Transfer to General Reserves	â	â
Balance of profit carried forward to Balance Sheet	143,616,727	8,163,762

The Total Revenue of the Company during the financial year ended March 31, 2017 was Rs. 151.42 crores with a net profit of Rs. 47.09 crores. The Company proposes to retain the entire amount of Rs. 143,616,727 in the statement of profit & loss. The consolidated revenue of the Company was Rs. 509.11 crores and the consolidated net profit was Rs. 102.25 crores.

DIVIDEND

In keeping with the Companyâs policy of rewarding its shareholders, the Board of Directors of the Company, had, for the financial year 2016-17, declared interim dividend of Re. 1/- per share on shares of face value Rs. 2/- each, in its meeting held on March 17, 2017.

During the financial year 2016-17, the unclaimed dividend pertaining to the financial year ended March 31, 2009, got transferred to Investor Education and Protection Fund, after giving due notice to the members. Those members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or Karvy Computershare Private Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

To achieve the highest standards of Corporate Governance in its management and to introduce a true sense of professionalism in the Board of the Company (the Board), the following individuals have been appointed as the Additional Directors on the Board with effect from August 28, 2017:

(a) Mr. Sameer Gehlaut (DIN: 00060783), as Non - Executive Chairman of the Company.

(b) Mr. Gagan Banga (DIN: 00010894), as Non-Executive Director of the Company.

(d) Mr. Pinank Jayant Shah (DIN: 07859798), as Whole-Time Director and Key Managerial Personnel of the Company, designated as its Executive Director.

(e) Mrs. Vijayalakshmi Rajaram Iyer (DIN: 05242960), Ex-Member, Finance & Investment and Enforcement, Insurance Regulatory and Development Authority of India, and Ex-Chairman & Managing Director of Bank of India, as Independent Director of the Company.

(f) Mr. Shyam Lal Bansal (DIN: 02910086), Ex-Chairman & Managing Director of Oriental Bank of Commerce, as Independent Director of the Company.

(g) Mr. Alok Kumar Misra (DIN: 00163959), Ex-Chairman & Managing Director of Bank of India, as Independent Director of the Company.

Being Additional Directors, the respective appointments of all the above mentioned individuals, on the Board is upto the date of ensuing Annual General Meeting. Keeping in view of their leadership and guidance abilities, wide and rich professional knowledge and experience, in diverse fields viz. finance, banking, regulatory and public policy etc., the Board recommends the appointment of all these Directors at the ensuing Annual General Meeting of the Company. During the year Mr. Ashok Kumar Sharma (DIN: 00010912) had resigned from the Board w.e.f. August 26, 2016. Mr. Amiteshwar Choudhary (DIN: 01679090) (who was appointed on the Board on September 28, 2016) and Ms. Pia Johnson (DIN: 00722403) have resigned from the Board w.e.f. August 28, 2017. The Board has placed on record its appreciation for the contribution made by Mr. Sharma, Mr. Choudhary and Ms. Johnson, during their tenure of office.

All the Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Companies Act, 2013 (the Act).

In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Divyesh B. Shah (DIN: 00010933), Whole-time Director and CEO of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his re-appointment.

Present composition of the Board is provided in the Report on Corporate Governance, presented in a separate section forming part of this Annual Report. The brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas, terms of appointment and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, are provided in the Notice convening the 22^nd Annual General Meeting of the Company.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2017, was Rs. 640,413,840 comprising of 320,206,920 equity shares of face value of Rs. 2/- each.

Subsequently, during the current financial year till the date of this report, the Company has issued and allotted the following securities:

(i) Pursuant to and in terms of shareholdersâ approval dated July 15, 2016 and in terms of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended (ICDR Regulations), the Company, on April 10, 2017, had allotted 33,650,000 fully Paidup equity shares of face value of Rs. 2/- each against conversion of 33,650,000 convertible warrants earlier issued on preferential basis to certain promoter group entities and Whole-time Director and CEO of the Company.

(ii) Pursuant to and in terms of shareholdersâ approval dated April 25, 2017 and in terms of Chapter VII of ICDR Regulations, the Company, on April 28, 2017, has issued and allotted an aggregate of 33,800,000 warrants, convertible into equivalent number of equity shares of face value of Rs. 2 each at a conversion price of Rs. 43.75 (including a premium of Rs. 41.75) per equity share, to certain promoter group entities of the Company.

(iii) Pursuant to and in terms of shareholdersâ approval dated May 6, 2017 and in terms of Chapter VII of ICDR Regulations, the Company, on May 10, 2017, has issued and allotted an aggregate of 38,865,582 fully paid up equity shares of face value of Rs. 2/- each of the Company, at an issue price of Rs. 58.40 (including a premium of Rs. 56.40) per equity share, to Cinnamon Capital Limited, a Category III foreign portfolio investor registered with the Securities and Exchange Board of India.

(iv) The Company, on May 15, 2017, has issued and allotted 519,900 fully paid up equity shares of face value Rs. 2/- each of the Company, to eligible employees upon exercise of options vested in their favour under -âIndiabulls Ventures Limited Employees Stock Option Scheme - 2008â and âIndiabulls Ventures Limited Employees Stock Option Scheme - 2009â.

(v) Pursuant to and in terms of shareholdersâ approval dated May 22, 2017 and in terms of Chapter VII of ICDR Regulations, the Company, on June 6, 2017, has issued and allotted an aggregate of 47,390,000 fully paid up equity shares of face value of Rs. 2/- each of the Company, at an issue price of Rs. 94.70 (including a premium of Rs. 92.70) per equity share, to Tamarind Capital Pte Ltd, a company incorporated in Singapore.

(vi) The Company, on June 20, 2017, has issued and allotted 1,758,600 fully paid up equity shares of face value Rs. 2/- each of the Company, to eligible employees upon exercise of options vested in their favour under -âIndiabulls Ventures Limited Employees Stock Option Scheme - 2008â and âIndiabulls Ventures Limited Employees Stock Option Scheme - 2009â.

As a result of the aforesaid allotments of equity shares, the paid up share capital of the Company stands increased to Rs. 884,782,004 comprising of 442,391,002 equity shares of Rs. 2/- each.

EMPLOYEE STOCK OPTIONS

During the year under review, on May 12, 2016, the Company had granted 9,500,000 Stock Options under âIndiabulls Ventures Limited Employees Stock Option Scheme - 2009â, to certain eligible employees, at an exercise price of Rs. 16/- per option. Further, on July 1, 2016, the Company had granted an aggregate of 19,700,000 Stock Options, (9,700,000 Stock Options under âIndiabulls Ventures Limited Employees Stock Option Scheme - 2008â and 10,000,000 Stock Options under âIndiabulls Ventures Limited Employees Stock Option Scheme - 2009â) to certain eligible employees, at an exercise price of Rs. 24.15 per option. All these schemes are in compliance with SEBI (Share Based Employee Benefits) Regulation 2014.

The disclosures required to be made in compliance with the applicable regulations are set out in the Annexure to this Report and have been placed on the website of the Company http://www.indiabullsventures.com/.

PUBLIC DEPOSITS

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2017-18 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

In compliance with the applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the existing term of M/s Deloitte Haskins & Sells LLP (Firm Regn. No. 117366W / W-100018), Chartered Accountants, as the Statutory Auditors of the Company shall come to an end at the conclusion of the ensuing Annual General Meeting of the Company and are not eligible for re-appointment as the Statutory Auditors of the Company. The Board places on record its appreciation for the services rendered by M/s. Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company.

The Board, on the proposal of the Audit Committee, have recommended for the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (ICAI Registration No.: 001076N/N500013), (a member of Grant Thornton International), as the Statutory Auditors of the Company for a term of 5 years, subject to ratification of their appointment by the Members at every intervening Annual General Meeting held after this Annual General Meeting. Consent and certificate u/s 139 of the Companies Act, 2013 have been obtained from M/s Walker Chandiok & Co LLP, Chartered Accountants, to the effect that their appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Walker Chandiok & Co LLP, Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Notes to the Accounts referred to in the Auditorsâ Report are self - explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s A. K. Kuchhal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2016-17. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2016-17, is annexed as âAnnexure 1â and forming part of this Report. The Report is self - explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under âCorporate Social Responsibility (CSR)â, the Company has undertaken projects in the areas of Education, Animal Welfare/Development and Health, as per its CSR Policy (available on your Companyâs website http://www.indiabullsventures.com/) and the details are contained in the Annual Report on CSR Activities given in âAnnexure 2â, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), Managementâs Discussion and Analysis Report (MDA), for the year under review, is presented in a separate section forming part of this Annual Report. The disclosures made under MDA is to be read together with this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 24 of SEBI LODR Regulations, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, form part of this Annual Report, which is to be read together with this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

a) that in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2017 and the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

GREEN INITIATIVES

Electronic copies of the Annual Report 2017 and Notice of the 22^nd AGM are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2017 and Notice of the 22^nd AGM are sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 22^nd AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI LODR Regulations. The instructions for remote e-voting are provided in the Notice convening the 22^nd AGM.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Divyesh B. Shah Pinank Jayant Shah

Date: August 28, 2017 Whole-time Director & CEO Executive Director

Place: Mumbai DIN: 00010933 DIN: 07859798

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and the audited accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of the standalone financial results for the year ended March 31, 2015 are as under:

Year ended Year ended March 31, 2015 March 31, 2014 (Amount in Rs.) (Amount in Rs.)

Profit before Depreciation & Amortisation expenses and Tax 1,393,284,372 1,068,730,731

Less: Depreciation & Amortisation expenses 48,046,695 46,426,894

Profit before Tax 1,345,237,677 1,022,303,837

Less: Provision for Taxation & prior period tax adjustments 162,612,038 149,735,647

Profit after Tax and prior period tax adjustment 1,182,625,639 872,568,190

Add: balance of profit brought forward 656,642,890 963,856,309

Amount available for appropriation 1,839,268,529 1,836,424,499

Appropriations

Interim Dividend on Equity Shares (including Rs. 13,125,095 provided of previous financial year) 795,900,248 938,594,948

Corporate Dividend Tax on Interim Dividend on Equity Shares (including Rs. 2,230,160 paid for previous financial year) 100,165,948 57,544,211

Transfer to General Reserves Â 183,642,450

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (net of deferred tax) 78,531,058 Â

Balance of profit carried forward to Balance Sheet 864,671,275 656,642,890

OPERATIONS REVIEW

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE) and MCX-SX and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products.

The Total Revenue of the Company during the year was Rs. 202.99 crores with a net profit of Rs. 118.26 crores. The consolidated revenue of the Company was Rs. 408.28 crores and the consolidated net profit was Rs. 150.64 crores.

FUTURE BUSINESS OUTLOOK

The Indian Capital Market turned out to be among the world's best performers in 2014. It is most likely that this stellar run will continue in 2015 on the back of reforms, strong foreign fund inflows, revival of manufacturing and improvement in the macro economic situation.

The government's recent policy measures, such as diesel price deregulation, a greater focus on local manufacturing, as well as the Reserve Bank's efforts to contain inflationary pressures and raise banking system efficiency, could increase savings, investment and productivity in the economy. Although optimism is good it is the pace of change that will really determine how things will unfold. Any delay or deferment of policy implementation could have an adverse effect on the sentiment and markets.

Geopolitical risks such as the situation in Russia and Ukraine, and ISIS-related problems in Iraq and the Middle East are some of the biggest uncertainties for the markets. The Eurozone is already facing slowdown-related issues. On top of this, talks of Greece exiting the Eurozone are back. Markets are speculating whether EU countries will slip into recession again. If that happens, markets around the world may slump. This could affect Indian markets too. The US economy, which faced a recession after the 2008 financial crisis, is finally picking up. The US Central Bank, Federal Reserve, indicated that it is confident about the recovery and, thus, may raise interest rates this year. Brokerage firms expect the Fed to raise rates in mid-2015. If the US hikes rates sooner than anticipated, it could lead to the exit of foreign investments from India and cause volatility in the markets.

Your Company has over the years scaled up it's operations in the distribution of non discretionary wealth management product space. The Centre's push towards affordable housing augurs well and is an opportunity waiting to be tapped. The recent acquisition of India Land and Properties Limited has also opened up a huge potential in the commercial leasing space. All in all your Company is geared up to withstand any margin pressures and volatility in the Capital Markets.

DIVIDEND

In keeping with the Company's policy of rewarding its shareholders, the Board of Directors of the Company, had, for the year 2014-15, declared three interim dividends aggregating to Rs. 3/- per share on shares of face value Rs. 2/- each (Rs. 1/- for the quarter ended June 30, 2014, Rs. 1/- for the quarter ended September 30, 2014 and Rs. 1/- for the quarter ended December 31, 2014), with the total outflow of Rs. 88.07 Cr. (inclusive of Corporate Dividend Tax).

The Board of Directors of the Company, had, in its meeting held on April 24, 2015, declared an interim dividend of Rs. 1/- per share on shares of face value Rs. 2/- each, for the Financial Year 2015-16. Further, the Board of Directors of the Company, had, in its meeting held on July 21, 2015, declared second interim dividend of Rs. 1/- per share of face value of Rs. 2/- each, for the Financial Year 2015-16.

DIRECTORS

To achieve the highest standards of Corporate Governance in its management, and to introduce a true sense of professionalism in the Board of the Company, during the financial year 2014-15, the Board of Directors of the Company (Board) was re-constituted with the appointments of Mr. Aishwarya Katoch, Mr. Prem Prakash Mirdha, Brig Labh Singh Sitara (Ex-Army official and Dhyan Chand Award winner sportsman), as Independent Directors of the Company and the appointment of Ms. Pia Johnson, as Non-Executive Woman Director of the Company and cessation of Mr. Karan Singh Khera, Independent Director. The Board has placed on record its appreciation for the contribution made by Mr. Khera, during his tenure of office.

All the present Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Divyesh B Shah (DIN: 00010933), Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his re-appointment.

The present composition of the Board along with the brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2015, was Rs. 522,446,162 comprising of 261,223,081 equity shares of Rs. 2/- each. Subsequently, from April 1, 2015 till date, the Company had allotted 30,940,001 equity shares of face value Rs. 2/- each against conversion of 30,940,001 warrants, as a result of which the paid up equity share capital of the Company stands increased to Rs. 584,326,164 comprising of 292,163,082 equity shares of Rs. 2/- each.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company had introduced two employee stock option schemes titled 'Indiabulls Securities Limited Employees Stock Option Scheme - 2008' and 'Indiabulls Securities Limited Employees Stock Option Scheme - 2009', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 2/- each.

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, in respect of the aforesaid Schemes of the Company are set out in the Annexure to this Report.

CHANGE OF NAME OF THE COMPANY

Pursuant to issuance by the Registrar of Companies, NCT of Delhi & Haryana, of the Fresh Certificate of Incorporation dated March 12, 2015, the name of the Company stands changed from Indiabulls Securities Limited to Indiabulls Ventures Limited with effect from the said date.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2015-16 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

M/s Deloitte Haskins & Sells LLP (Firm's Registration No. 117366W / W-100018), the statutory auditors of the Company were appointed by the members in their Nineteenth Annual General Meeting, held on September 29, 2014, for a period of three years i.e. until the conclusion of the Twenty Second Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of Twenty Second Annual General Meeting is in accordance with the provisions of the Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Deloitte Haskins & Sells LLP, as statutory auditors of the Company till the conclusion of Twenty First Annual General Meeting of the Company.

The Notes to the Accounts referred to in the Auditors' Report are self - explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s A. K. Kuchhal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2014-15. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2014-15, is annexed as "Annexure 1" and forming part of this Report. The Report is self - explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Health and Education, as per its CSR Policy (available on your Company's website http://www.securities.indiabulls.com/) and the details are contained in the Annual Report on CSR Activities given in "Annexure 2", forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2015 and the profit and loss of the company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND LISTING AGREEMENT

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and Listing Agreement, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the 20th AGM are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 20th AGM are sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 20th AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Divyesh B. Shah Ashok Kumar Sharma Date: August 5, 2015 Whole-time Director & Whole-time Director Place: Mumbai Chief Executive Officer

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and the audited accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31, 2014 are as under:

Year ended Year ended March 31, 2014 March 31, 2013 (Amount in Rs.) (Amount in Rs.)

Profit before Depreciation & Amortisation expenses and Tax 1,068,730,731 569,058,924

Less: Depreciation & Amortisation expenses 46,426,894 76,491,625

Profit before Tax 1,022,303,837 492,567,299

Less: Provision for Taxation & prior period tax adjustments 149,735,647 (65,787,971)

Profit after Tax and prior period tax adjustment 872,568,190 558,355,270

Add: balance of profit brought forward 963,856,309 1,268,936,124

Amount available for appropriation 1,836,424,499 1,827,291,394

Appropriations

Interim Dividend on Equity Shares 938,594,948 693,337,533

Corporate Dividend Tax on Interim Dividend on Equity Shares 57,544,211 114,262,025

Transfer to General Reserves 183,642,450 55,835,527

Balance of profit carried forward to Balance Sheet 656,642,890 963,856,309

OPERATIONS REVIEW

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE) and MCX-SX and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products.

The Total Revenue of the Company during the year was Rs. 163.49 crores with a net profit of Rs. 87.26 crores. The consolidated revenue of the Company was Rs. 303.63 crores and the consolidated net profit was Rs. 101.64 crores.

FUTURE BUSINESS OUTLOOK

After going through a tumultuous 5 years the Capital Markets look to be bouncing back riding on the resounding mandate given to the BJP in the recently concluded general elections. The markets have been volatile post the Union Budget, scaling heights, relinquishing them only to regain them again. The expectations now are for the Government to deliver time bound results. Margins will continue to be under pressure till such time that investor confidence returns in its entirety. Global cues will also determine the breath of the markets and any upheavels in the world financial market or political scenarios could have a damaging effect on the markets, thereby putting pressure on the margins.

Your Company through its subsidiaries has aggressively tapped the distribution services business in the areas of Non discretionary wealth management products amongst it''s clients. We are hopeful that this business will continue to grow rapidly thereby significantly reducing the revenue dependency on the capital markets.

PROMOTERS DE-CLASSIFICATION

To impart greater focus and undivided accountability at the leadership level and to rationalize operations of the diverse businesses of the Indiabulls group, so as to put the Company firmly on the growth path, the promoters have mutually decided to reorganize the management control of different group companies amongst themselves. As part of the restructuring, Mr. Sameer Gehlaut and the entities promoted by him namely Orthia Properties Private Limited, Zelkova Builders Private Limited, Inuus Developers Private Limited, Inuus Properties Private Limited and Orthia Constructions Private Limited shall continue as Promoters / Promoter Group / PACs with the promoters of the Company.

Further, with effect from July 18, 2014, Mr. Rajiv Rattan, Priapus Land Development Private Limited, Inuus Constructions Private Limited, Mr. Saurabh Kumar Mittal, Hespera Land Development Private Limited and Hespera Constructions Private Limited have ceased to be the Promoters / Promoter Group / PACs with the promoters of the Company.

DIVIDEND

In keeping with the Company''s policy to reward its shareholders, the Board of Directors of the Company, had, for the year 2013-14, declared four interim dividends aggregating to Rs. 4/- per share on shares of face value Rs. 2/- each (Rs. 1/- per equity share on July 24, 2013, Rs. 1/- per equity share on October 21, 2013, Rs. 1/- per equity share on January 23, 2014 and Rs. 1/- per equity share on April 22, 2014). Your Directors recommend that the payment of the aforesaid interim dividends aggregating to Rs. 4/- per equity share on shares of face value Rs. 2/- each for the year ended on March 31, 2014 be confirmed.

CHANGE IN THE CAPITAL OF THE COMPANY

Subsequent to the financial year ended March 31, 2014, the Company had allotted 27,269,999 equity shares of face value Rs. 2/- each to the warrant holders against conversion of equivalent number of warrants and 2,393,526 equity shares had been allotted under ''Indiabulls Securities Limited Employees Stock Option Scheme Â 2008'' consequent to which the paid up equity share capital of the Company increased from Rs. 462,225,022/- comprising of 231,112,511 equity shares of Rs. 2/- each to Rs. 521,552,072/- comprising of 260,776,036 equity shares of Rs. 2/- each.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company has introduced two employee stock option schemes titled ''Indiabulls Securities Limited Employees Stock Option Scheme Â 2008'' and ''Indiabulls Securities Limited Employees Stock Option Scheme Â 2009'', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 2/ each.

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid schemes of the Company are set out in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Kumar Sharma (DIN: 00010912) Whole-time Director, retires by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment.

The earlier tenure of Mr. Divyesh B. Shah (DIN: 00010933) and Mr. Ashok Kumar Sharma (DIN: 00010912) as Whole- time Directors of the Company has expired on March 31, 2014. The Board has recommended their re-appointment as Whole-time Directors of the Company for a period of five years w.e.f. April 01, 2014.

The Board of Directors of the Company has also proposed the appointment of Mr. Aishwarya Katoch (DIN: 00557488), Mr. Prem Prakash Mirdha (DIN: 01352748) and Brig. Labh Singh Sitara (DIN: 01724648), as Independent Directors of the Company. Keeping in view their vast experience & knowledge, the Board is of the view that it will be in the interest of the Company that aforesaid persons are appointed as Independent Directors on its Board.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the Circular No. 2/2011 No. 5/12/2007-CL-III dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Aishwarya Katoch as the Chairman and Mr. Divyesh B. Shah and Mr. Ashok Kumar Sharma as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2014-2015 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance in relation to Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4 the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm''s Registration No. 117366W/ W100018), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends their re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self Â explanatory and do not call for any further comments.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 19th AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and Notice of the 19th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in the Notice.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Divyesh B. Shah Ashok Kumar Sharma

Date: August 26, 2014 Whole-time Director & Whole-time Director

Place: New Delhi Chief Executive Officer

Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report and the audited accounts of the Company for the year ended March 31,2012.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31,2012 areas under:

Year ended Year ended

March 31,2012 March 31,2011

(Amount in Rs.) (Amount in Rs.)

Profit before Tax and Depreciation 28,060,563 730,978,520

Less: Depreciation 118,718,587 179,212,731

(Loss)/Profit before Tax (90,658,024) 551,765,789

Less: Provision for Taxation & prior period tax adjustments 25,362,622 178,038,209

(Loss)/Profit After Tax and prior period Tax adjustment (116,020,646) 373,727,580

Add: balance of profit brought forward 1,384,956,770 1,318,093,629

Amount available for appropriation 1,268,936,124 1,691,821,209 Appropriations

Interim Dividend on Equity Shares paid - 231,084,236

Corporate Dividend Tax on Interim Dividend on Equity Shares - 38,380,203

Transfer to General Reserves - 37,400,000

Balance of profit carried forward to Balance Sheet 1,268,936,124 1,384,956,770

OPERATIONS REVIEW .

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE), a corporate member of the currency derivative segment of the MCX-SX, registered category 1 merchant banker and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products.

The Total Income of the Company during the year was Rs. 165.45 crores with a net loss of Rs.11.60 crores. The consolidated revenue of the Company was Rs. 199.52 crores and the consolidated net loss was Rs. 10.26 crores.

FUTURE BUSINESS OUTLOOK

Indian equity market is likely to perform well in FY 2012-13 underpinned by the expectations of monetary easing by the RBI coupled with steps likely to be taken by the government for fiscal consolidation. Besides, government's perceived urgency in addressing policy issues, expectation of better earnings by corporate houses and an increasing global risk appetite will supplement the prospects of the equity market in the country.

DIVIDEND

In view of current year losses, the Board has not recommended any dividend.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company has introduced two employee stock option schemes titled 'India bulls Securities Limited Employees Stock Option Scheme - 2008' and 'India bulls Securities Limited Employees Stock Option Scheme - 2009', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 21- each.

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid schemes of the Company are set out in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Divyesh B. Shah (DIN.-00010933) and Mr. Karan Singh Khera (DIN:00017236) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the Circular No. 2/2011 No. 5/12/2007-CL-lll dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However

the financial of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2012-2013 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance in relation to Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Regn. No. 117366W), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act,1956.The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Divyesh B. Shah Ashok Sharma

Whole Time Director & Whole Time Director Chief Executive Officer

Date: August 30,2012 Place: New Delhi

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report and the audited accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31, 2011 are as under:

Year ended Year ended

March 31,2011 March 31, 2010

(Amount in Rs.) (Amount in Rs.)

Profit before Tax and Depreciation 731,434,968 1,151,597,171

Less: Depreciation 179,212,731 212,153,895

Profit before Tax 552,222,237 939,443,276

Less: Provision for Taxation & prior period tax adjustments 178,494,657 327,268,409

Profit after Tax and prior period Tax adjustment 373,727,580 612,174,867

Add: balance of profit brought forward 1,318,093,629 1,594,074,288

Amount available for appropriation 1,691,821,209 2,206,249,155

Appropriations

Interim Dividend on Preference Shares paid - 1,548,328

Final Dividend on Equity Shares - 459,881,296

Interim Dividend on Equity Shares paid 231,084,236 -

Corporate Dividend Tax on Preference Dividend paid - 263,139

Corporate Dividend Tax on Final Dividend on Equity Shares - 76,380,535

Corporate Dividend Tax on Interim Dividend on Equity Shares 38,380,203 -

Transfer to Capital Redemption Reserve:

-On buy back of Equity Shares - 46,972,682

- On redemption of Preference Shares - 45,946,335

Adjusted against premium paid on buy back - 195,880,224

Transfer to General Reserves 37,400,000 61,300,000

Final Dividend for previous year on Equity Shares written back on - (14,542)

shares bought back

Corporate Dividend Tax on Final Dividend For previous year on Equity - (2,471)

Shares written back on shares bought back Balance of profit carried forward to Balance Sheet 1,384,956,770 1,318,093,629

OPERATIONS REVIEW

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE) and a corporate member of the capital market and derivative segment of the Bombay Stock Exchange Limited (BSE). The Company is in the business of stock and share broking, commodities trading, distribution of Mutual Funds and other investments and tax planning products, it also provides depositary services, equity research services and IPO distribution to its clients.

The Total Income of the Company during the year stood at Rs. 337.58 crores with a net profit after tax of Rs. 37.37 crores. The consolidated revenues of the Company for the year ended March 31,2011 stood at Rs. 368.44 crores and the consolidated profit after tax stood at Rs. 37.88 crores respectively.

FUTURE BUSINESS OUTLOOK

A healthy real GDP growth estimate, positive demography, economic growth and earnings momentum, augurs well for the Indian Capital Market. However the dynamic shift of volumes from cash to derivative poses a challenge of maintaining margins. The tightening interest rate cycle and inflationary pressures also add to the near term challenges. The scalability of the Company's technological platform will however help consolidate our position further in the market.

DIVIDEND

The interim dividend of Re. 1/- per equity share (50% of the face value of Rs. II- per equity share) amounting to Rs. 23.11 crores (excluding corporate dividend tax) was declared by the Board of Directors of the Company in its meeting held on October 18, 2010 and paid for the financial year 2010-2011.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company has established two employee stock option schemes titled 'Indiabulls Securities Limited Employees Stock Option Scheme - 2008' and 'Indiabulls Securities Limited Employees Stock Option Scheme - 2009', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 21- each.

The disclosures as required under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid schemes of the Company are set out in the Annexure to this Report.

CHANGE IN SHARE CAPITAL

During the year under review, the Company has aUotted an aggregate of 1,171,863 equity shares of face value Rs. 21- each to certain eligible employees under the employee stock option scheme of the Company. Consequent to the said allotment the paid up equity share capital of the Company stood increased from Rs. 459,881,296/- divided into 229,940,648 equity shares of face value Rs. 21- each to Rs. 462,225,022/- divided into 231,112,511 equity shares of face value Rs. 21- each.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Ashok Sharma (DIIM:00010912) and Mr. Aishwarya Katoch (DIN:00557488) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Mr. Rajiv Rattan and Mr. Saurabh K. Mittal have ceased to be directors of the Company effective October 16, 2010.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In terms of the circular no. 2/2011 No. 5/12/2007-CL-lll dated February 8, 2011 issued by the Ministry of Corporate Affairs for granting general permission for not attaching certain prescribed documents including annual accounts of the Subsidiaries to the Balance Sheet of the Holding Company, as required to be attached in terms of Section 212 of the Companies Act, 1956, and accordingly as approved by the Board of Directors of the Company in its meeting held on April 25, 2011, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of March 31, 2011 have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any Member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office of the holding company and of the subsidiary companies concerned. However, in terms of the said circular, information desired to be disclosed in respect of the each of the subsidiary company, has been disclosed, in the notes to accounts of the Consolidated Balance Sheet forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2011-2012 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance in relation to Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Regn. No. 117366W), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self - explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'Report, However, having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of the Board of Directors Sd/- Sd/-

Divyesh B. Shah Ashok Sharma

Whole-time Director Whole-time Director

Place: New Delhi

Date: September 5, 2011

Mar 31, 2009

The Directors have pleasure in presenting the Fourteenth Annual Report and the audited accounts of the Company for the year ended March 31,2009.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31,2009 are as under:

(Amount in Rs.)

For the year ended For the year ended March 31,2009 March 31, 2008

Profit/(Loss) before Tax and Depreciation 47,412,160 3,929,824,318

Less: Depreciation/Amortisation 242,220,256 212,106,607

Profit/(Loss) before Tax (194,808,096) 3,717,717,711

Less: provision for taxation & prior period Tax adjustments (65,977,042) 1,231,134,077

Profit/(Loss) after Tax and prior period Tax adjustment (128,831,054) 2,486,583,634

Add: balance brought forward 2,564,282,21 12,553,201,079

Amount available for appropriation 2,435,451,157 5,039,784,713

Appropriations

Dividend on Preference Shares 4,594,632 2,664,511 (including proposed for Q4)

Proposed dividend on Equity shares 506,853,978 1,900,702,418

Corporate Dividend Tax on

- Preference dividend 780,858 452,834

- Proposed Dividend on Equity Shares 86,139,834 323,024,376

Transfer to General Reserve 243,007,567 248,658,363 Balance of profit carried forward to Balance sheet 1,594,074,288 2,564,282,211

OPERATIONS REVIEW

The main businesses of the Company are stock and share broking, commodities trading, distribution of Mutual Fund and other Investment and Tax Planning products. It also provides depositary services, equity research services and IPO distribution to its clients. The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the NSE and a corporate member of the capital market and derivative segment of the BSE.

Due to the worldwide recession and the global slowdown, the Indian markets crashed and as a result during the year 2008- 09 the Company revenues too were dowa as in the case with, other broking houses. Despite the slowdown in the Indian markets the Company was able to perform well for the first three quarters and was in profit, however one time write off during the last quarter has resulted in closure of the financial year with losses. The Total Income of the Company during the year stood at Rs. 4,032.78 millions with a net loss after tax of Rs. 128.83 millions. The consolidated revenues of the Company along with its subsidiaries for the year ended March 31,2009 stood at Rs. 4,083.47 millions and the consolidated loss stood at Rs. 130.42 millions respectively.

FUTURE BUSINESS OUTLOOK

Inspite of the setback suffered during the year 2008-09 the long term scenario of the Indian capital market looks bright. Moreover the results of 2009 general election in the country have been a defining event for the Indian economy. The investors and market analysts are upbeat and believe that the Government will push the reforms needed to boost the economy in times of recession. Buoyed by booming stock markets and growing retail interest in equity and equity related investments, the Company believes that the broking business will have a good run in the years ahead. The Company will benefit from the rapidly growing middle class investors in India. The Countrys demography isattractive, where the young middle class population is growing. This in turn would give multifold increase in the business of the Company thereby further consolidating its position in the market.

BUY BACK OF EQUITY SHARES

In terms of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Company commenced from May 14,2009 its Scheme of Buy back of Equity Shares of the face value of Rs. 2/- each fully paid up, from its shareholders from the open market through the electronic trading facilities of the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited.

The cumulative number of Equity Shares bought back under the Scheme (upto the date of this report) is 7,271 shares at an average price of Rs. 28.50 per share. The said shares got extinguished on May 27,2009, consequent to which the paid-up Equity Share Capital of the Company stand reduced from Rs. 506,853,978/- (comprising of 253,426,989 Equity Shares of Rs. 2/- each) to Rs. 506,839,436/- (comprising of 253,419,718 Equity Sharesof Rs. 2/- each).

REDEMPTION OF NON-CONVERTIBLE PREFERENCE SHARES

The Company has redeemed 9,966,667 outstanding Non-Convertible Preference Shares of face value Rs. 4.61 per share, held by Oberon Limited. Consequently the paid-up preference share capital in the Company stands fully redeemed.

DIVIDEND

In keeping with Companys policy of rewarding its shareholders, your Directors recommend a dividend of Rs. 21- per equity share (i.e. 100% on the face value of Rs. 2 per equity share) out of the accumulated profits of the previous years, which, if approved at the ensuing Annual General Meeting, will be paid to (i) all those Members whose names appear in the Register of Members as on September 30,2009 and (ii) all those Members whose names appear on that date as beneficial owner of shares as furnished by National Securities Depository Limited and Central Depository Services (India) Limited. In addition to the above, the Company has provided for preference dividend @10% aggregating Rs. 4,594,632/- for the financial year2008-09, as per the agreed terms.

The dividend (including Corporate Dividend Tax) on equity and preference shares would consume an aggregate amount of Rs. 598,369,302/-.

EMPLOYEE STOCK OPTIONS

During the financial year Employees Stock Option Scheme 2007 covering 15 million options was cancelled and withdrawn. However, with a view to reward performance and to retain talented employees of the Company and its subsidiaries, a new scheme was launched titled Indiabulls Securities Limited Employees Stock Option Scheme 2008, covering 20 million stock options, convertible into equal number of Equity Shares of face value Rs. 2/- each. The Compensation Committee on January 24,2009 has granted the said 20 million options to the eligible employees, at an exercise price of Rs. 17.40 per option. The Stock Options so granted, shall vest in the eligible employees within 10 years beginning from January 25,2010, the first vesting date.

The disclosures as required under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Divyesh B. Shah and Mr. Karan Singh retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

The Board of Directors on April 16,2009 has subject to shareholders approval, approved the appointment of Mr. Divyesh B. Shah and Mr. Ashok Sharma as Whole-time Directors of the Company for a period of five years w.e.f. April 01,2009. Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Mr. Rajiv Rattan and Mr. Saurabh Mittal have resigned from the office of directorship of the Company w.e.f. August 05, 2009. However, the said resignations shall be effective upon receipt of approval from the membership department of NSE & BSE as the Company is a member of these Exchanges. Your directors place on record their appreciation for the services rendered by both these directors during their tenure on the Board of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In terms of approval granted by the Ministry of Company Affairs, Government of India vide letter No. 47/426/2009-CL-lll dated July 23,2009, under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of March 31,2009, have not been attached with the Balance Sheet of theCompany. These documents will be made available upon request by any Member of the Company interested in obtaining the same. However, as directed by the Ministry of Company Affairs, the financial data of the subsidiaries have been furnished under Details of Subsidiaries forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include financial information of its subsidiaries.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2009 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance . with the provisions of the Companies Act,-1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a going concern basis.

AUDITORS & AUDITORSREPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act,1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further Ãexplanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (i) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 21.9(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

Forand on behalf of the Board of Directors Sd/- Sd/- Divyesh B. Shah AshokSharma

Date: September 1,2009 Whole-time Director Whole-time Director

Place: New Delhi

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