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Notes to Accounts of Indiabulls Wholesale Services Ltd.

Mar 31, 2015

1. Company overview

Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was incorporated on July 24, 2007.

The Company, together with its subsidiaries (collectively referred as the "Group") is engaged in the business of trading, real estate development and retail business. The Group is also engaged in the business of rendering IT consultancy, property maintenance, equipments hiring and tour & travel services.

2. Basis of consolidation and preparation of consolidated financial statements

a) Basis of accounting

The consolidated financial statements have been prepared on going concern basis under the historical cost convention on an accrual basis, in accordance with the generally accepted accounting principles in India and in compliance with the applicable accounting standards as specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in Companies Act 2013.

b) Basis of Preparation

The Consolidated Financial Statements are prepared in accordance with Accounting Standard 21 (AS 21) on Consolidated Financial Statements as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).

c) Principles of Consolidation

The consolidated financial Statements comprise of the financial statements of holding company and its subsidiary companies. The accounting policies have been consistently applied by the Group. Subsidiary Companies acquired and held by the parent or its subsidiaries for disposal in the near future are excluded from the Consolidated Financial Statements.

The consolidated financial statements are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra- group transactions resulting in unrealized profits or losses in accordance with Accounting Standard 21 (AS 21) Consolidated Financial Statements as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).

d) Goodwill/ Capital Reserve

The difference between the cost of investment in the subsidiaries and the net assets at the time of acquisition of shares in the subsidiaries is recognized in the consolidated financial statements as goodwill or capital reserve as the case may be. For this purpose, the Company's share of net worth is determined on the basis of the latest financial statements of such subsidiaries, prior to the acquisition, after making necessary adjustments for material events between the date of such financial statements and the date of respective acquisition. Goodwill and capital reserve are presented on net bases in financial statements.

The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its net assets as of the date of disposal is recognized in the consolidated statement of profit and loss being the profit or loss on disposal of investment in subsidiary.

e) Minority interest

Minority interest represents the amount of net assets attributable to minority shareholders at the date on which investment in a subsidiary is made and its share of movements in net assets since that date. Any excess consideration received from minority shareholders of subsidiaries over the amount of net assets attributable to the minority shareholders on the date of investment in reflected under reserves and surplus.

3. Rights, preferences and restrictions attached to shares

The holders of equity shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date. The holders of preference shares are entitled to receive dividends, but do not carry the right to vote. All shares rank equally with regard to the Company's residual assets, except that holders of preference shares participate only to the extent of the face value of the shares.

4. Shares alloted as fully paid up, without payments received in cash

A scheme of arrangement between Indiabulls Real Estate Limited and the company and their respective shareholders and creditors under Sections 391 - 394 of the Companies Act, 1956, was sanctioned by the Hon'ble High Court of Delhi at New Delhi on March 3, 2011, pursuant to which the company has allotted one (1) equity share of face value of Rs. 2 each credited as fully paid-up for every eight (8) equity share of face value of Rs. 2 each held by such shareholders in Indiabulls Real Estate Limited.

* Term loan is taken from Ratnakar Bank Limited on interest rate @ 11.35% and secured against aircrafts of the company and exclusive charge over the present and future current assets of the borrower including book debts, receivables, escrow account, cash and bank, loans and advances etc.

** Loan from bank is secured against First charge on the entire current assets and movable fixed assets of Indiabulls Technology Solutions Limited, both present and future.

5. Income Tax

Current tax

Current tax for the year includes earlier year tax adjustments of Rs. 10,482,547 (previous year: Rs. 17,863). The group has recognized the MAT credit entitlement of Rs. 4,084 (previous year: Rs. 199,505) considering that there is convincing evidence that the group will pay normal income tax during the specified period as per section 115JAA of Income Tax Act, 1956.

6. Deferred tax

In compliance with Accounting Standard 22 (AS 22) - 'Accounting for taxes on income', as notified under the Companies (Accounting Standards) Rules, 2006, as amended, the Group had recognized deferred tax credit (net) of ' 43,872,566 (previous year: charge of Rs. 13,666,272) in the statement of profit and loss.

c) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as disclosed in Significant Accounting Policies above.

d) Previous year figures are stated in italics.

b) Secondary segment information:

The group is primarily operating in India which is considered as a single geographical segment.

7. Earnings per equity share

Basic earnings per equity share are computed by dividing the net profit attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share are computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value.

Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The number of equity shares and potential diluted equity shares are adjusted for stock split, bonus shares and the potential dilutive effect of employee stock option plans as appropriate.

8. Employee Stock Option Schemes

During the year ended March 31, 2012, the Board of Directors and Shareholders of the Company have given their consent to create, issue, offer and allot, to the eligible employees of the Company and its Subsidiary Companies, stock options not exceeding 5,000,000 in number, representing 5,000,000 Equity shares of face value of Rs. 2 each of the Company, accordingly the Indiabulls Wholesale Services Limited Employee Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As per the scheme Exercise Price will be the market price of the equity shares of the Company, being the latest available closing price, prior to the date of grant or as may be decided by the Board or Compensation Committee. These options vest uniformly over a period of 10 years, commencing one year after the date of grant. The stock option under each of the slabs, are exercisable by the option holder within a period of five years from the relevant vesting date.

The Company follows the Intrinsic Value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share Based Payments ("Guidance Note"), issued by the Institute of Chartered Accountants of India. Since, on the date of grant, the intrinsic value of the options granted was equal to the exercise price, no deferred employee stock compensation cost has been recorded in the financial statements. The fair value of the options under IWSL ESOS -2011 using the Black-Scholes model, based on the following parameters, is as below, as certified by an independent firm of chartered accountants.

During the current year ended March 31, 2015, all the outstanding options of the company under 'Indiabulls Wholesale Services Limited Employee Stock Option Scheme- 2011' have been lapsed in terms of the said ESOP scheme and accordingly all outstanding options were terminated and cancelled. Since there are no outstanding ESOSs as at March 31, 2015, the impact would be nil on the net results and EPS, had the fair value method been used.

Employee stock option schemes of Store One Retail India Limited i. Store One Retail India Limited Employees Stock Option Scheme - 2009

The Shareholders of Store One Retail India Limited (hereinafter referred as SORIL) vide postal ballot passed a special resolution on February 09,2009 for issue of 1,500,000 (One Million five hundred thousands) shares towards issue of Employee Stock Option Scheme -2009 in supersession of Resolution passed on May 12,2008 for ESOP -2008.

The Compensation Committee, constituted by the Board of Directors of the SORIL, at its meeting held on June 05, 2009, granted, under the "Indiabulls Retail Services Limited Employees Stock Option Scheme - 2009", 1,500,000 (One Million five hundred thousands) stock options representing an equal number of Equity shares of face value Rs. 10 each in the SORIL, to the eligible employees, at an exercise price of Rs. 30.45 per option, being the latest available closing market price on the National Stock Exchange of India Limited, as on June 04, 2009. The stock options so granted, shall vest in the eligible employees within 10 years beginning from June 06, 2010, the first vesting date. The stock options granted under each of the slabs, can be exercised by the grantees within a period of five years from the relevant vesting date.

Pursuant to the shareholders' authorization dated September 30, 2009 and receipt of fresh certificate of incorporation dated October 6, 2009, the name of the SORIL has been changed from Indiabulls Retail Services Limited to Store One Retail India Limited. Accordingly, the title of the Scheme stands changed from Indiabulls Retail Services Limited Employees Stock Option Scheme - 2009 to 'Store One Retail India Limited Employees Stock Option Scheme - 2009.

The SORIL follows the intrinsic value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share based Payments ("Guidance Note") issued by the Institute of Chartered Accountants of India. Since, on the date of grant, the intrinsic value of the options granted was equal to the exercise price, no compensation expense in respect of the options granted was recorded by the SORIL.

The Fair value of the options under the plan using the Black-Scholes model based on the following parameters is Rs. Nil per option, as calculated by an independent firm of Chartered Accountants:

Had the SORIL followed the fair value method, there would not have been any impact on profit after tax and on basic and diluted earnings per share of the SORIL.

9 . Store One Retail India Limited Employees' Stock Options Scheme - 2009 (II)

Members of the SORIL in their annual general meeting held on September 30, 2009 have approved by way of special resolution the "Indiabulls Retail Services Employees Stock Option Scheme - 2009 (II) ("IBRSL ESOS - 2009") covering 3,000,000 (Three Millions ) equity settled options for eligible employees of the SORIL, its subsidiaries, its fellow subsidiaries and Holding Company.

The options to be granted, under the above scheme representing an equal number of Equity shares of face value Rs. 10 each in the SORIL, to the eligible employees, will be granted at an exercise price which will be equal to latest available closing market price on the National Stock Exchange of India Limited, on the date of grant . The stock options so granted, shall vest in the eligible employees within 10 years beginning from their respective dates of grants. The stock options granted under each of the slabs, can be exercised by the grantees within a period of five years from the relevant vesting date.

Pursuant to the shareholders' authorization dated September 30, 2009 and receipt of fresh certificate of incorporation dated October 6, 2009, the name of the SORIL has been changed from Indiabulls Retail Services Limited to Store One Retail India Limited. Accordingly, the title of the Scheme stands changed from Indiabulls Retail Services Limited Employees Stock Option Scheme - 2009(II) to 'Store One Retail India Limited Employees Stock Option Scheme - 2009(II).

The SORIL follows the intrinsic value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share based Payments ("Guidance Note") issued by the Institute of Chartered Accountants of India. Since no options have been granted therefore there is no compensation expense which need to be recognized by the SORIL.

Other disclosures as to Performa effect had the fair value method been followed and other related disclosure is not applicable as no options have been granted.

10. Operating Lease

The Group has taken office premises on operating lease at various locations and lease rent of Rs. 20,791,472 in respect of the same has been charged during the year (previous year: 45,710,478). The underlying agreements are executed for a period generally ranging from one year to three years, renewable at the option of the Group and the lessor and are cancellable in some cases, by either party by giving a notice generally upto 90 days. There are no restrictions imposed by such leases and there are no subleases.

The Group having dealt in a large number of products, the inventory has been furnished only a consolidated figure in respect of major items.

*Other items are grouped together, as inventory in respect of each product is not practical, in view of the nature of operations of the Group.

11. Related party transactions

Disclosures in respect of Accounting Standard (AS) - 18 'Related party disclosures', as specified under Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This disclosure also includes the amount due to entities pursuant to clause 32 of listing agreement with stock exchange:

During The year ending March 31, 2015 and March 31, 2014 there were no material transactions with related parties.,

In accordance with AS 18, disclosures in respect of transactions with identified related parties are given only for such period during which such relationships existed. Related party relationships, as given above, are as identified by the Group and have been relied upon by the auditors.

12. Contingent liabilities and Commitments

Particulars As at As at March 31, March 31, 2015 2014

Income Tax matters for the Assessment Year 2007-08 in respect of the which appeals have been filed 8,280,195 8,280,195

Income Tax matters for the Assessment Year 2010-11 in respect of the which appeals have been filed 2,484,323 2,428,094

Income Tax matters for the Assessment Year 2011-12 in respect of the which appeals have been filed 26,031,360 26,031,360

Income Tax matters for the Assessment Year 2012-13 in respect of the which appeals have been filed 32,890,190 -

Guarantees issued by banks to Sales Tax and Custom department (secured by way of fixed deposits of the Company) 200,000 900,000

Guarantees issued by banks to Customer for performance (secured by way of fixed deposits of the Company) - 593,780

Claims (Excluding interest) against the Company not acknowledged as debts: 5,353,400 4,515,200

Commitments

Estimated amount of contracts remaining to be executed on capital account, net of advances 8,690,608 30,772,308

The group has certain litigation cases pending, however, based on legal advice, the management does not expect any unfavourable outcome resulting in material adverse effect on the financial position of the group.

As per the best estimate of the management, no provision is required to be made in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

13. The Group has exposure to foreign exchange related risks. The Group has not entered into any foreign exchange derivative instruments during the year.

14. Corporate social responsibility expenses

(a) Gross amount required to be spent by the company during the year: Rs. 7,845,391.

(b) Amount spent during the year on:

15. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the Balance Sheet as at March 31, 2015, have a value on realization, in the ordinary course of the Group's business, at least equal to the amount at which they are stated in the financial statements and hence no provision is required to be made against the recoverability of these balances.

16. Previous year figures have been regrouped and/or re-classified, wherever necessary to confirm those of the current year grouping and/or classification.


Mar 31, 2014

1. Company overview

Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was incorporated on July 24, 2007 as a wholly owned subsidiary of Indiabulls Real Estate Limited ("IBREL").

The Company carries on wholesale trading and retail business and is also developing real estate projects on land situated in Ahmadabad (Gujarat) and Hyderabad (Andhra Pradesh).

A Scheme of Arrangement ("IBWSL Scheme of Arrangement") between Indiabulls Real Estate Limited ("Demerged Company", "IBREL") and the Company ("IBWSL", "Resulting Company") and their respective shareholders and creditors under Sections 391 - 394 of the Companies Act, 1956, was sanctioned by the Hon''ble High Court of Delhi at New Delhi on March 3, 2011. Upon coming into effect of the IBWSL Scheme of Arrangement on March 31, 2011 and with effect from the Appointed Date on April 01, 2010, the wholesale trading business stand demerged from IBREL and transferred to and vested in IBWSL on a going concern basis. In terms of the Scheme, with effect from the Appointed Date on April 01, 2010:

* Certain assets comprising of fixed assets and loans and advances in IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL, at their book values;

* The equity share capital of the demerged Company amounting to Rs. 1,000,000,000 was cancelled;

* The net adjustment for such transfer of assets, liabilities and cancellation and issue of equity share capital amounting to Rs. 5,005,826,316 has been shown in the General reserve account;

* In terms of the Scheme, all business activities of the IBREL made by IBREL in trust for IBWSL, carried out on or after the Appointed Date are deemed to have been carried out by the IBREL on behalf of the IBWSL on a going concern basis;

* The transfer of proportionate Share warrant has been made as per the net worth ratio between net worth of the IBREL transferred to IBWSL pursuant to Scheme and the net worth of the IBREL immediately before demerger as on appointed date. Proportionate liability in respect of share warrants representing 25% of the application money amounting to Rs. 94,248,700 has also been transferred to the Company;

* Pursuant to the scheme being given effect to, by the Company, IBWSL has allotted one (1) equity share of face value of Rs. 2 each credited as fully paid-up for every eight (8) equity share of Rs. 2 each held by such shareholders in the IBREL In terms of the scheme, on April 27, 2011, the Company has issued and allotted 50,285,093 equity shares of face value of Rs. 2 each aggregating to Rs. 100, 570,186 to the respective shareholders of IBREL as on the record date i.e. April 25, 2011.

Pursuant to the scheme, the authorised share capital of the Company has been reorganised to Rs. 1,100,000,000 divided into 550,000,000 equity shares of Rs. 2 each.

2. Employee benefits Gratuity benefits

In accordance with "The Payment of Gratuity Act, 1972", the Company provides for gratuity a defined benefit retirement plan (the "Gratuity Plan") covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment. The amount of payment is based on the respective employee''s last drawn salary and the years of employment with the Company. Liabilities in respect of the Gratuity Plan are determined by an actuarial valuation and this plan is unfunded. The Company hascredited Rs. 19,690 (previous year:charge of Rs. 260,221) during the year ended March 31, 2014 and the amount outstanding as at March 31, 2014 is Rs. 509,321 (previous year: Rs. 584,053).

Compensated absence

Eligible employees are entitled to accumulate compensated absences up to prescribed limits in accordance with the Company''s policy and receive cash in lieu thereof. The Company measures the expected cost of accumulating compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. Such measurement is based on actuarial valuation as at balance sheet date carried out by a qualified actuary. The Company had charged Rs. 2,65,440 (previous year:charge of Rs. 122,162) during the year ended March 31, 2014 and the amount outstanding as at March 31, 2014 is Rs. 235,588 (previous year: Rs. 244,498).

3. Earnings per equity share

Basic earnings per equity share are computed by dividing the net (loss)/ profit attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share are computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value.

Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The number of equity shares and potential diluted equity shares are adjusted for stock split, bonus shares and the potential dilutive effect of employee stock option plans as appropriate.

4. Employee Stock Option Schemes

During the year ended March 31, 2012, the Board of Directors and Shareholders of the Company have given their consent to create, issue, offer and allot, to the eligible employees of the Company and its Subsidiary Companies, stock options not exceeding 5,000,000 in number, representing 5,000,000 Equity shares of face value of Rs. 2 each of the Company, accordingly the Indiabulls Wholesale Services Limited Employee Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As per the scheme Exercise Price will be the market price of the equity shares of the Company, being the latest available closing price, prior to the date of grant or as may be decided by the Board or Compensation Committee. These options vest uniformly over a period of 10 years, commencing one year after the date of grant. The stock option under each of the slabs, are exercisable by the option holder within a period of five years from the relevant vesting date.

The Compensation Committee of the Board of Directors of the Company granted 1,257,000 (Twelve Lac Fifty Seven Thousand only) stock options in its meeting held on February 28, 2012, 650,000 (Six Lac Fifty Thousand only) stock options in its meeting held on March 29, 2012, 150,000 (One Lakh Fifty Thousand only) stock options in its meeting held on July 10, 2012, 850,000 (Eight Lakhs Fifty Thousand only) stock options in its meeting held on September 17, 2012, 160,000 (One Lakhs Sixty Thousand only) stock options in its meeting held on held on February 2, 2013, 150,000 (One Lakhs Fifty Thousand only) stock options, in its meeting held on February 22, 2013, 2,50,000(Two Lakh Fifty thousand only) stock options, in its meeting held on May 9, 2013, 4,00,000(Four lakh only) stock options, in its meeting held October 1, 2013, 1,90,000 (One lakh ninety thousand only) in its meeting held on October 31, 2013 in terms of the IBWSL ESOP- 2011. These options represent an equal number of Equity shares of face value Rs. 2 each in the Company and shall vest within ten years beginning from March 1, 2013, March 30, 2013, July 11, 2013, September 18, 2013, February 3, 2014, February 23, 2014, May 10, 2014, October 2, 2014 and November 1, 2014, being the first vesting date(s), respectively. Further the options granted under each slab, can be exercised within a period of five years from the relevant vesting date(s).

The Company follows the Intrinsic Value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share Based Payments ("Guidance Note"), issued by the Institute of Chartered Accountants of India. Since, on the date of grant, the intrinsic value of the options granted was equal to the exercise price, no deferred employee stock compensation cost has been recorded in the financial statements. The fair value of the options under IWSL ESOS -2011 using the Black-Scholes model, based on the following parameters, is as below, as certified by an independent firm of chartered accountants.

5. Contingent liabilities and Commitment

a) Contingent liabilities, not acknowledged as debt, include:

Particulars As at As at March 31,2014 March 31,2013

Income Tax matters for the Assessment Year 2010-11 in respect 2,428,094 3,029,743 of the which appeals have been filed

Corporate Guarantee in respect of credit facility availed by Subsidiary 211,466,235 57,213,156

As per best estimate of the management, no provision is required to be made in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

b) Capital and other commitment

On 6th December 2012, the company has made an acquisition of 44,00,000 equity warrants of Store One Retail India Limited (SORIL), convertible into equivalent number of equity shares of face value of Rs. 10 each at a conversion price of Rs. 30.50 per equity share, of which 25% amounting to Rs. 33,550,000 of the total conversion price has been paid up front. The remaining 75% of the conversion price aggregating to Rs. 100,650,000 is uncalled as on date and remain payable by the company.

6. The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.

7. In respect of amounts as mentioned under Section 205C of the Companies Act, 1956, there were no dues required to be credited to the Investor Education and Protection Fund as at March 31, 2014.

8. The Company considers its investment in subsidiaries as strategic and long term in nature and accordingly, in the view of the management, any decline in value of such long-term investments in subsidiaries is considered as temporary in nature and hence no provision is considered necessary

9. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at March 31, 2014, have a value on realization, in the ordinary course of the Company''s business, at least equal to the amount at which they are stated in the financial statements and hence no provision is required to be made against the recoverability of these balances.

10. Previous year figures have been regrouped and/or re-arranged, wherever necessary to conform to current year groupings and/or classifications.


Mar 31, 2013

1. Company overview

Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was incorporated on July 24, 2007 as a wholly owned subsidiary of Indiabulls Real Estate Limited ("IBREL").

The Company carries on wholesale trading and retail business and is also developing real estate projects on land situated in Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh).

A Scheme of Arrangement ("IBWSL Scheme of Arrangement") between Indiabulls Real Estate Limited ("Demerged Company", "IBREL") and the Company ("IBWSL", "Resulting Company") and their respective shareholders and creditors under Sections 391 - 394 of the Companies Act, 1956, was sanctioned by the Hon''ble High Court of Delhi at New Delhi on March 3, 2011. Upon coming into effect of the IBWSL Scheme of Arrangement on March 31, 2011 and with effect from the Appointed Date on April 01, 2010, the wholesale trading business stand demerged from IBREL and transferred to and vested in IBWSL on a going concern basis. In terms of the Scheme, with effect from the Appointed Date on April 01, 2010:

- Certain assets comprising of fixed assets and loans and advances in IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL, at their book values;

- The equity share capital of the demerged Company amounting to Rs. 1,000,000,000 was cancelled;

- The net adjustment for such transfer of assets, liabilities and cancellation and issue of equity share capital amounting to Rs. 5,005,826,316 has been shown in the General reserve account;

- In terms of the Scheme, all business activities of the IBREL made by IBREL in trust for IBWSL, carried out on or after the Appointed Date are deemed to have been carried out by the IBREL on behalf of the IBWSL on a going concern basis;

- The transfer of proportionate Share warrant has been made as per the net worth ratio between net worth of the IBREL transferred to IBWSL pursuant to Scheme and the net worth of the IBREL immediately before demerger as on appointed date. Proportionate liability in respect of share warrants representing 25% of the application money amounting to Rs. 94,248,700 has also been transferred to the Company;

- Pursuant to the scheme being given effect to, by the Company, IBWSL has allotted one (1) equity share of face value of Rs. 2 each credited as fully paid-up for every eight (8) equity share of Rs. 2 each held by such shareholders in the IBREL

In terms of the scheme, on April 27, 2011, the Company has issued and allotted 50,285,093 equity shares of face value of Rs. 2 each aggregating to Rs.100, 570,186 to the respective shareholders of IBREL as on the record date i.e. April 25, 2011

Pursuant to the scheme, the authorised share capital of the Company has been reorganised to Rs. 1,100,000,000 divided into 550,000,000 equity shares of Rs.2 each.

2. Basis of preparation of financial statements

a) Statement of compliance

The financial statements are prepared under the historical cost convention on an accrual basis, in accordance with the generally accepted accounting principles in India and in compliance with the applicable accounting standards as notified under the Companies (Accounting Standards) Rules, 2006, as amended and as per Revised Schedule VI to the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956.

b) Use of estimates

The presentation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities as on the date of the financial statements and the reported amount of revenues and expenses during the reporting year. Differences between the actual results and estimates are recognized in the year in which the results are known or materialized.

3. Share Warrants

During the year ended March 31, 2011, the Board of Directors of the Indiabulls Real Estate Limited (IBREL) at their meeting held on August 26, 2010 and as already approved by the Shareholders of IBREL through postal ballot on August 12, 2010 has allotted 28,700,000 share warrants, convertible into 28,700,000 Equity Shares of face value of Rs. 2 each to the promoter group entities and key management personnel of IBREL on preferential allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956 at a conversion price of Rs.165 per Equity Share of the IBREL, as determined with applicable provisions of chapter VII of SEBI (issue of Capital and Disclosure Requirements) Regulation 2009 and 25% application money amounting to Rs. 1,183,875,000 was received from them.

Pursuant to the IBWSL Scheme of Arrangement, the company has issued 3,587,500 warrants of the Company and proportionate liability in respect of these share warrants amounting to Rs. 94,248,700 (representing 7.96% of total application money received by IBREL) has been transferred by IBREL.

The holders of 3,587,500 warrants have informed the Company about their unwillingness to exercise these warrants at an exercise price of Rs. 105.09 per warrant of the Company (out of which Rs. 26.27 was already paid-up). In view thereof, 3,587,500 warrants allotted to them now stands lapsed and money collected against these warrants stand added to the capital reserve of the company.

4. Employee benefits Gratuity benefits

In accordance with "The Payment of Gratuity Act, 1972", the Company provides for gratuity a defined benefit retirement plan (the "Gratuity Plan") covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment. The amount of payment is based on the respective employee''s last drawn salary and the years of employment with the Company. Liabilities in respect of the Gratuity Plan are determined by an actuarial valuation and this plan is unfunded. The Company had charged Rs.260,221 (previous year: credit of Rs. 22,383) during the year ended March 31, 2013 and the amount outstanding as at March 31, 2013 is Rs. 584,053 (previous year: Rs. 364,055).

Compensated absence

Eligible employees are entitled to accumulate compensated absences up to prescribed limits in accordance with the Company''s policy and receive cash in lieu thereof. The Company measures the expected cost of accumulating compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. Such measurement is based on actuarial valuation as at balance sheet date carried out by a qualified actuary. The Company had charged Rs. 122,162 (previous year: credit of Rs. 16,930) during the year ended March 31, 2013 and the amount outstanding as at March 31, 2013 is Rs.244,498 (previous year: Rs. 158,334).

The components of gratuity & compensated absence cost recognized, in accordance with AS-15 (Revised) on "Employee benefits", for the years ended March 31, 2013 and March 31, 2012 are enumerated as below:

5. Income Tax

Current tax

Current tax for the year includes earlier year tax charge of Rs. 1,539,445 (Previous Year Rs.NIL).

Deferred tax

In compliance with Accounting Standard 22 (AS 22) - ''Accounting for taxes on income'', as notified under the Companies (Accounting Standards) Rules, 2006, as amended, the Company has recognised deferred tax credit of Rs. 18,506,060 (previous year: credit of Rs. 3,004,837) in the statement of profit and loss during the year ended March 31, 2013.

6. Earnings per equity share

Basic earnings per equity share are computed by dividing the net (loss)/ profit attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share are computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value.

Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The number of equity shares and potential diluted equity shares are adjusted for stock split, bonus shares and the potential dilutive effect of employee stock option plans as appropriate.

7. Employee Stock Option Schemes

During the year ended March 31, 2012, the Board of Directors and Shareholders of the Company have given their consent to create, issue, offer and allot, to the eligible employees of the Company and its Subsidiary Companies, stock options not exceeding 5,000,000 in number, representing 5,000,000 Equity shares of face value of Rs. 2 each of the Company, accordingly the Indiabulls Wholesale Services Limited Employee Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As per the scheme Exercise Price will be the market price of the equity shares of the Company, being the latest available closing price, prior to the date of grant or as may be decided by the Board or Compensation Committee. These options vest uniformly over a period of 10 years, commencing one year after the date of grant. The stock option under each of the slabs, are exercisable by the option holder within a period of five years from the relevant vesting date.

The Compensation Committee of the Board of Directors of the Company granted 1,257,000 (Twelve Lac Fifty Seven Thousand only) stock options in its meeting held on February 28, 2012, 650,000 (Six Lac Fifty Thousand only) stock options in its meeting held on March 29, 2012, 150,000 (One Lakh Fifty Thousand only) stock options in its meeting held on July 10, 2012, 850,000 (Eight Lakhs Fifty Thousand only) stock options in its meeting held on September 17, 2012, 160,000 (One Lakhs Sixty Thousand only) stock options in its meeting held on February 2, 2013 and 150,000 (One Lakhs Fifty Thousand only) stock options, in its meeting held on February 22, 2013, in terms of the IBWSL ESOP- 2011. These options represent an equal number of Equity shares of face value Rs. 2 each in the Company and shall vest within ten years beginning from March 1, 2013, March 30, 2013, July 11, 2013, September 18, 2013, February 3, 2014 and February 23, 2014, being the first vesting date(s), respectively. Further the options granted under each slab, can be exercised within a period of five years from the relevant vesting date(s).

The Company follows the Intrinsic Value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share Based Payments ("Guidance Note"), issued by the Institute of Chartered Accountants of India. Since, on the date of grant, the intrinsic value of the options granted was equal to the exercise price, no deferred employee stock compensation cost has been recorded in the financial statements. The fair value of the options under IWSL ESOS -2011 using the Black-Scholes model, based on the following parameters, is as below, as certified by an independent firm of chartered accountants.

8. Operating Lease

The company has taken office premises on operating lease at various locations and lease rent of Rs.3,763,661 (Previous year Rs. 6,845,352) in respect of the same has been charged during the year. The underlying agreements are executed for a period generally ranging from one year to three years, renewable at the option of the Company and the lessor and are cancellable in some cases, by either party by giving a notice generally upto 90 days. There are no restrictions imposed by such leases and there are no subleases. The minimum lease rentals payable in respect of such operating leases are as under:

9. Contingent liabilities and Commitment

a) Contingent liabilities, not acknowledged as debt, include:

Particulars As at As at 31-Mar-13 31-Mar-12

Income Tax matters for the Assessment Year 2010-11 in respect of which appeals have been filed 3,029,743 -

Corporate Guarantee in respect of credit facility availed by Subsidiary 57,213,156 -

As per best estimate of the management, no provision is required to be made in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

b) Capital and other commitment

On 6th December 2012, the company has made an acquisition of 44,00,000 equity warrants of Store one Retail India Limited (SORIL), convertible into equivalent number of equity shares of face value of Rs. 10 each at a conversion price of Rs. 30.50 per equity share, of which 25% amounting to Rs. 33,550,000 of the total conversion price has been paid upfront. The remaining 75% of the conversion price aggregating to Rs. 100,650,000 is uncalled as on date and remain payable by the company.

10. The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.

11. In respect of amounts as mentioned under Section 205C of the Companies Act, 1956, there were no dues required to be credited to the Investor Education and Protection Fund as at March 31, 2013.

12. The Company considers its investment in subsidiaries as strategic and long term in nature and accordingly, in the view of the management, any decline in value of such long-term investments in subsidiaries is considered as temporary in nature and hence no provision is considered necessary

13. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the Balance Sheet as at March 31, 2013, have a value on realization, in the ordinary course of the Company''s business, at least equal to the amount at which they are stated in the financial statements and hence no provision is required to be made against the recoverability of these balances.

14. Previous year figures have been regrouped and/or re-arranged, wherever necessary to conform to current year groupings and/or classifications.


Mar 31, 2012

1. Company overview

Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was incorporated on July 24, 2007 as a wholly owned subsidiary of Indiabulls Real Estate Limited ("IBREL").

The Company carries on wholesale trading and retail business and is also developing Real Estate Projects on land situated in Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh).

A Scheme of Arrangement ("IBWSL Scheme of Arrangement") between Indiabulls Real Estate Limited ("Demerged Company", "IBREL") and the Company ("IBWSL", "Resulting Company") and their respective shareholders and creditors under Sections 391 - 394 of the Companies Act, 1956, was sanctioned by the Hon'ble High Court of Delhi at New Delhi on March 3,2011. Upon coming into effect of the IBWSL Scheme of Arrangement on March 31, 2011 and with effect from the Appointed Date on April 01, 2010, the Wholesale trading business stand demerged from IBREL and transferred to and vested in IBWSL on a going concern basis. In terms of the Scheme, with effect from the Appointed Date on April 01,2010:

Certain assets comprising of fixed assets and loans and advances in IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL, at their book values;

The equity share capital of the demerged Company amounting to Rs. 1,000,000,000 was cancelled;

The net adjustment for such transfer of assets, liabilities and cancellation and issue of equity share capital amounting to Rs. 5,005,826,316 has been shown in the General reserve account;

In terms of the Scheme, all business activities of the IBREL made by IBREL in trust for IBWSL, carried out on or after the Appointed Date are deemed to have been carried out by the IBREL on behalf of the IBWSL on a going concern basis;

The transfer of proportionate Share warrant has been made as per the net worth ratio between net worth of the IBREL transferred to IBWSL pursuant to Scheme and the net worth of the IBREL immediately before demerger as on appointed date. Proportionate liability in respect of share warrants representing 25% of the application money amounting to Rs. 94,248,700 has also been transferred to the Company;

Pursuant to the scheme being given effect to, by the Company, IBWSL has allotted one (1) equity share of face value of Rs. 2 each credited as fully paid-up for every eight (8) equity share of Rs. 2 each held by such shareholders in the IBREL.

In terms of the scheme, on April 27, 2011, the Company has issued and allotted 50,285,093 equity shares of face value of Rs. 2 each aggregating to Rs.100,570,186 to the respective shafeholders of IBREL as on the record date i.e. April 25,2011.

Pursuant to the scheme, the authorised share capital of the Company has been reorganised to Rs. 1,100,000,000 divided into 550,000,000 equity shares of Rs.2 each.

2. Share warrants:

During the year ended March 31, 2011, the Board of Directors of the Indiabulls Real Estate Limited (IBREL) at their meeting held on August 26, 2010 and as already approved by the Shareholders of IBREL through postal ballot on August 12, 2010 has allotted 28,700,000 share warrants, convertible into 28,700,000 Equity Shares of Rs. 2 each to the promoter group entities and key management personnel of IBREL on preferential allotment basis, pursuant to Section 81(1 A) of the Companies Act, 1956 at a conversion price of Rs.165 per Equity Share of the IBREL, as determined with applicable provisions of chapter VII of SEBI (issue of Capital and Disclosure Requirements) Regulation 2009 and 25% application money amounting to Rs. 1,183,875,000 was received from them.

Pursuant to the IBWSL Scheme of Arrangement, the company has issued 3,587,500 warrants of the Company and proportionate liability in respect of these share warrants amounting to Rs. 94,248,700 (representing 7.96% of total application money received by IBREL) has been transferred by IBREL.

The holders of 3,587,500 warrants have informed the Company about their unwillingness to exercise these warrants at an exercise price of Rs. 105.09 per warrant of the Company (out of which Rs. 26.27 was already paid-up). In view thereof, 3,587,500 warrants allotted to them now stands lapsed and money collected against these warrants stand added to the capital reserve of the company.

3. The Company acquired 12,783,310 equity shares of Piramyd Retail Limited ("PRL"), comprising 63.92% of the outstanding share capital of PRL. The name of PRL was changed to Indiabulls Retail Services L "nited ("IBRSL"), subsequent to receipt of approval from PRL's Shareholders on May 12,2008. During the year ended March 31,2010, the name of IBRSL was changed to Store One Retail India Limited ("SORIL"), subsequent to receipt of approval from IBRSL's Shareholders on September 30, 2009. The company bought 2,517,700 preference shares of SORIL having face value of Rs. 10 each at a premium of Rs 990 per share.

The Company's investment in 63.92% of the outstanding equity shares of SORIL was acquired a d is held with an exclusive intention to be disposed in the near future. Management is of the opinion that the fa value of this investment is not reflected in the quoted closing price per share of SORIL on the National Stock Exch
The Board of Director of the Company at its meeting held on April 30, 2012, advised the management to discuss & evaluate various options to restructure the wholesale trading business, being carried by the Company and its subsidiaries including Store One Retail India Limited ("SORIL")

4. Employee benefits

Gratuity benefits

In accordance with "The Payment of Gratuity Act, 1972", the Company provides for gratuity a defined benefit retirement plan (the "Gratuity Plan") covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment. The amount of payment is based on the respective employee's last drawn salary and the years of employment with the Company. Liabilities in respect of the Gratuity Plan are determined by an actuarial valuation and this plan is unfunded. The Company had charged i-fs.22,383 (previous year: credit of Rs. 157,453) during the year ended March 31,2012 and the amount outstanding as at March 31, 2012 is Rs. 364,055 (previous year: Rs. 351,600).

Compensated absences

Eligible employees are entitled to accumulate compensated absences up to prescribed limits in accordance with the Company's policy and receive cash in lieu thereof. The Company measures the expected cost of accumulating compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. Such measurement is based on actuarial valuation as at balance sheet date carried out by a qualified actuary. The Company had charged Rs.16,930 {previous year: credit of Rs. 17,728) during the year ended March 31,2012 and the amount outstanding as at March 31,2012 is Rs.158,334 (previous year: Rs.141,700).

5. Income Tax

Current tax

Current tax for the year includes earlier year tax adjustments of ks Nil (Previous Year Rs. 57,815).

Deferred tax

In compliance with Accounting Standard 22 (AS 22) - 'Accounting for taxes on income', as notified under the Companies (Accounting Standards) Rules, 2006, as amended, the Company has recognised deferred tax credit of Rs. 3,004,837 (previous year: charged Rs. 6,256,793) in the statement of profit and loss during the year ended March 31,2012.

6. Earnings per equity share

Basic earnings per equity share are computed by dividing the net profit/ (loss) attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share are computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value.

Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The number of equity shares and potential diluted equity shares are adjusted for stock split, bonus shares and the potential dilutive effect of employee stock option plans as appropriate.

7. Employee Stock Option Schemes

During the year ended March 31, 2012, the Board of Directors and Shareholders of the Company have given their consent to create, issue, offer and allot, to the eligible employees of the Company and its Subsidiary Companies, stock options not exceeding 5,000,000 in number, representing 5,000,000 Equity shares of face value of Rs. 2 each of the Company, accordingly the Indiabulls Wholesale Services Limited Employee Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As per the scheme Exercise Price will be the market price of the equity shares of the Company, being the latest available closing price, prior to the date of grant or as may be decided by the Board or Compensation Committee. These options vest uniformly over a period of 10 years, commencing one year after the date of grant. The stock option under each of the slabs, are exercisable by the option holder within a period of five years from the relevant vesting date.

The Compensation Committee of the Board of Directors has in its meeting held on February 28, 2012, granted 1,257,000 (Twelve Lac Fifty Seven Thousand only) stock options at an exercise price of Rs 8.28 per option in terms of the IBWSL ESOP-2011 .These options shall vest within ten years beginning from March 1,2013 the first vesting date.

The Compensation Committee of the Board of Directors has in its meeting held on March 29,2012, granted 650,000 (Six Lac Fifty Thousand only) stock options at an exercise price of Rs 7.80 per option in terms of the IBWSL ESOP- 201 1 .These options shall vest within ten-years beginning from March 30,2013 the first vesting date.

The Company follows the Intrinsic Value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share Based Payments ("Guidance Note"), issued by the Institute of Chartered Accountants of India. Since, on the date of grant, the intrinsic value of the options granted was equal to the exercise price, no deferred employee stock compensation cost has been recorded in the financial statements. The fair value of the options under IWSL ESOS -2011 using the Black-Scholes model, based on the following parameters, is as below, as certified by an independent firm of chartered accountants

8. Operating Lease

The Company has taken office premises on operating lease at various locations and lease rent of Rs. 6,845,352 (Previous year Rs. 779,129) in respect of the same has been charged during the year. The underlying agreements are executed for a period generally ranging from one year to three years, renewable at the option of the Company and the lessor and are cancellable in some cases, by either party by giving a notice generally upto 90 days. There are no restrictions imposed by such leases and there are no subleases. The minimum lease rentals payable in respect of such operating leases are as under:

9. Contingent liabilities and Commitment

There are no contingent liabilities and commitment to be reported as at March 31,2012 (Previous Year: Nil).

10. The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.

11. In respect of amounts as mentioned under Section 205C of the Companies Act, 1956, there were no dues required to be credited to the Investor Education and Protection Fund as at March 31,2012.

12. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at March 31, 2012, have a value on realization, in the ordinary course of the Company's business, at least equal to the amount at which they are stated in the financial statements and hence no provision is required to be made against the recoverability of these balances.

13. Previous year figures have been regrouped and/or re-arranged, wherever necessary to conform to current year groupings and/or classifications.


Mar 31, 2011

1. Overview:

Indiabulls Wholesale Services Limited ("the Company”) ("IBWSL”) was incorporated on July 24, 2007 as a wholly owned subsidiary of Indiabulls Real Estate Limited ("IBREL”) with an authorized capital of Rs. 20,000,000 divided into 2,000,000 equity shares of Rs.10 each. The authorised capital of the company increased to Rs.1,100,000,000 with effect from October 24, 2007.

The company is developing Real Estate Projects on land situated in Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh).

A Scheme of Arrangement ("IBWSL Scheme of Arrangement”) between Indiabulls Real Estate Limited ("Demerged Company”, "IBREL”) and the Company ("IBWSL”, "Resulting Company”) and their respective shareholders and creditors under Sections 391 – 394 of the Companies Act, 1956, was sanctioned by the Hon''ble High Court of Delhi at New Delhi on March 3, 2011. Upon coming into effect of the Scheme of Arrangement on March 31, 2011 and with effect from the Appointed Date on April 01, 2010, the Wholesale trading business stand demerged from IBREL and transferred to and vested in IBWSL on a going concern basis. In terms of the Scheme, with effect from the Appointed Date on April 01, 2010:

a) Certain Assets comprising of Fixed Assets and Loans and Advances in the IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL, at their book values;

b) The Equity Share Capital of the Company amounting to Rs. 1,000,000,000 was cancelled;

c) The net adjustment for such transfer of assets, liabilities and cancellation and issue of Equity Share Capital amounting to Rs. 5,005,826,316 has been shown in the General Reserve Account;

d) In terms of the Scheme, all business activities of the IBREL made by IBREL in trust for IBWSL, carried out on or after the Appointed Date are deemed to have been carried out by the IBREL on behalf of the IBWSL on a going concern basis;

e) The transfer of proportionate Share warrant has been made as per the net worth ratio between net worth of the IBREL transferred to IBWSL pursuant to Scheme and the net worth of the IBREL immediately before demerger as on Appointed Date ie. April 01, 2010. Proportionate liability in respect of Share Warrants representing 25% of the application money amounting to Rs. 94,248,700 has also been transferred to the Company;

f) Pursuant to the Scheme being given effect to, by the Company, IBWSL has allotted one (1) Equity Share of face value of Rs. 2 each credited as fully paid-up for every eight (8) Equity share of Rs. 2 each held by such shareholders in the IBREL

In terms of the Scheme, on April 27, 2011, the Company has issued and allotted 50,285,093 Equity shares of face value of Rs. 2 each aggregating to Rs.100,570,186 to the respective shareholders of IBREL as on the record date i.e April 25, 2011.

Pursuant to the Scheme, the Authorised Share Capital of the Company has been reorganised to Rs. 1,100,000,000 divided into 550,000,000 Equity shares of Rs.2/-each.

2. Share Warrants:

During the year, the Board of Directors of the IBREL at their meeting held on August 26, 2010 and as already approved by the Shareholders of the IBREL through postal ballot on August 12, 2010 has allotted 28,700,000 share warrants, convertible into 28,700,000 Equity Shares of Rs. 2 each to the Promoter group entities, Joint Managing Directors and Key Management Personnel of the IBREL on preferential allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956 at a conversion price of Rs.165 per Equity Share of the IBREL, as determined with applicable provisions of chapter VII of SEBI (issue of Capital and Disclosure Requirements) Regulation 2009 and 25% application money amounting to Rs. 1,183,875,000 was received from them. Pursuant to the Scheme of Arrangement, the company has issued 3,587,500 warrants and proportionate liability in respect of Share warrants amounting to Rs. 94,248,700 representing 7.96% of application money has been transferred by the IBREL.

3. The Company acquired 12,783,310 equity shares of Piramyd Retail Limited ("PRL”), comprising 63.92% of the outstanding share capital of PRL. The name of PRL was changed to Indiabulls Retail Services Limited ("IBRSL”), subsequent to receipt of approval from PRL''s Shareholders on May 12, 2008. During the year ended March 31, 2010, the name of IBRSL was changed to Store One Retail India Limited ("SORIL”), subsequent to receipt of approval from IBRSL''s Shareholders on September 30, 2009.

The Company''s investment in 63.92% of the outstanding equity shares of SORIL was acquired and is held with an exclusive intention to be disposed in the near future. Management is of the opinion that the fair value of this investment is not reflected in the quoted closing price per share of SORIL on the National Stock Exchange of India Limited, of Rs.14.65 (Previous Year Rs. 30.65) per equity share on March 31, 2011 as

it does not consider the fair value of controlling interest embodied in the investment. Management has thus, not considered the fall in the quoted closing price per share of SORIL as diminution of current investments and therefore, not charged Rs. 236,164,398 (Previous Year Rs. 31,631,438) to the Profit and Loss Account.

4. Employee Benefts

Disclosures in respect of Employee Benefits in accordance with Accounting Standard (AS) –15 "Employee Benefits” as notified under the Companies (Accounting Standards) Rules, 2006, as amended:

Contributions are made to Government Provident Fund and Family Pension Fund which covers all regular employees eligible under applicable acts. Both the employees and the Company make predetermined contributions to the Provident Fund. The contributions are normally based on a certain proportion of the employee''s salary.

Provisions for unfunded gratuity and compensated absences for all eligible employees are based upon actuarial valuation conducted by an independent actuary. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Gains and losses on changes in actuarial assumptions during the year ended March 31, 2011, have been accounted for in the Profit and Loss Account/Real Estate Project under Development.

5. Disclosure in respect of Accounting Standard (AS) - 18 "Related Party Disclosures” as notifed under the Companies (Accounting Standards) Rules, 2006, as amended :

a) Related Parties where control exists:

Erstwhile Holding Company Indiabulls Real Estate Limited*

Subsidiaries Store One Retail India Limited

(Formerly Indiabulls Retail Services Limited) Lucina Infrastructure Limited Sentia Properties Limited Albasta Power Limited

b) Other Related Parties:

Erstwhile Fellow Subsidiaries Lucina Land Development Limited*

Sentia Infrastructure Limited*

Key Management Personnel: Mr. Sameer Gehlaut

(Promoter of the Company) Mr. Rajiv Rattan (Promoter of the Company) Mr. Saurabh K Mittal (Promoter of the Company) Mr. Surinder Singh Kadyan (Whole Time Director)

*The transactions with Company''s erstwhile holding Company and erstwhile fellow subsidiaries with effect from Appointed Date, have not been treated as related party transactions as they do not qualify as being Related Parties during the year.

6. Earnings per Share:

Basic Earnings Per share is computed by dividing the net profit/ (loss) attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted Earnings per Share is computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all diluted potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value.

7. The company has taken office premises on operating lease at various locations and lease rent of Rs. 779,129 (Previous year Rs. 434,380) in respect of the same has been charged to Profit and Loss Account/ Real Estate Project under Development. The underlying agreements are executed for a period generally ranging from one year to three years, renewable at the option of the Company and the lessor and are cancellable in some cases, by either party by giving a notice generally upto 90 days. There are no restrictions imposed by such leases and there are no subleases. The minimum lease rentals payable in respect of such operating leases, are as under:

8. The Company''s primary business segment is reflected based on principal business activities carried on by the Company i.e .purchase, sale, dealing, construction and development of real estate projects and all other related activities. The Company operates in domestic market only. Considering the nature of Company''s business and operations and based on the information available with the management no further disclosures are required in respect of reportable segments, under Accounting Standard (AS) – 17 "Segment Reporting” as notified under the Companies (Accounting Standards) Rules, 2006, other than those already provided in the financial statements

9. During the year ended March 31, 2011, the Company has inventorised borrowing costs of Rs.Nil (Previous Year Rs. 10,470,932) to cost of Real Estate Projects under Development.

10. In Compliance with Accounting Standard (AS) - 22 "Accounting for Taxes on Income”, as notified under the Companies (Accounting Standards) Rules, 2006 as amended, the Company has debited deferred tax charge of Rs. 6,256,793 in the profit and loss account during the year ended March 31, 2011.

11. As per the best estimate of the management, no provision is required to be made as per Accounting Standard (AS) - 29 "Provisions, Contingent Liabilities and Contingent Assets”, as notified under the Companies (Accounting Standards) Rules, 2006, as amended, in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

12. In respect of amounts as mentioned under Section 205C of the Companies Act, 1956, there were no dues required to be credited to the Investor Education and Protection Fund as on March 31, 2011.

13. Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006 :

a) There is no payment due to suppliers as at the end of the accounting year on account of Principal and Interest.

b) No interest was paid during the Year in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 and no amount was paid to the supplier beyond the appointed date.

c) No interest is payable at the end of the Year other than interest under Micro, Small and Medium Enterprises Development Act, 2006.

d) No amount of interest was accrued and unpaid at the end of the accounting Year.

The above information and that given in Schedule-12 "Current Liabilities” regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

14. The company has not entered into any derivative instrument during the Year. The company does not have any foreign currency exposure towards receivables, payables or any other derivative instrument that have not been hedged.

15. Contingent Liability not provided for in respect of :

Estimated amount of Contracts remaining to be executed on Capital Account and not provided for of Rs.Nil (Previous Year Rs. 198,908).

16. In the opinion of the Board of Directors of the Company, all Current Assets, Loans and Advances appearing in the balance sheet as at March 31, 2011 have a value on realization in the ordinary course of the Company''s business at least equal to the amount at which they are stated in the balance sheet. Certain balances shown under loans and advances are subject to confirmation / reconciliation. In the opinion of the Board of Directors, no provision is required to be made against the recoverability of these balances.

17. Previous year figures have been regrouped and / or re-arranged wherever necessary to confirm to current year groupings and classifications.


Mar 31, 2010

1. Overview:

indiabulls Wholesale Services Limited ("the Company") ("IWSL") was Incorporated on July 24, 2007 as a wholly owned subsidiary of Indiabulls Real Estate Limited ("IBREL") with an authorized capital of Rs,20.000,000 divided into 2,000,000 equity shares of Rs.10 each. The authorised capital of the company increased to Rs.1,100, 000,000 with effect from October 24, 2007.

The company is developing a Real Estate Projects on land situated in Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh) and the later has been reclassified as inventory during the year.

2. During the year ended March 31, 2008, the Company acquired 12,783,000 equity shares at a cost of Rs.423,116,019 of Piramyd Retail Limited ("PRL"), a company listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited from PRL's erstwhile promoters. The equity shares were transferred in two trenches to a specially operated escrow account. The first trench, comprising 8,783,000 equity shares comprising 43.92% of paid up equity share capital of PRL, was transferred to the escrow account on January 02, 2008 and second trench, comprising 4,000,000 equity shares comprising 20% of paid up equity share capital of PRL was transferred to the escrow account on January 07, 2008. The Company made a public offer to acquire 20% of the fully diluted share capital of PRL at an offer price of Rs.74,73 per share under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 vide public announcement dated December 09, 2007. This public offer concluded on April 10, 2008 with the acquisition of 310 equity shares.

12,783,310 equity shares, comprising 63.92% of the outstanding share capital of PRL, were transferred to the IWSL Demat Account on April 10, 2008. The name of PRL was changed to Indiabulls Retail Services Limited ("IBRSL"), subsequent to receipt of approval from PRL's Shareholders on May, 12, 2008.

During the year, the name of IBRSL was changed to Store One Retail India Limited ("SORIL"), subsequent to receipt of approval from IBRSL's Shareholders on September 30, 2009. The Company's investment in 63.92% of the outstanding equity shares of SORIL was acquired and is held with an exclusive intention to be disposed in the near future. Management is of the opinion that the fair value of this investment is not reflected in the quoted closing price per share of SORIL on the National Stock Exchange of India Limited, of Rs.30.65 (Previous Year Rs.12.05) per equity share on March 31, 2010 as it does not consider the fair value of controlling interest embodied in the investment. Management has thus, not considered the fall in the quoted closing price per share of SORIL as diminution of current investments and therefore, not charged Rs,31,631,439 (Previous Year Rs.269,401,004) to the Profit and Loss Account.

3. Employees Stock Options Schemes

I. Stock Option Scheme of the Company:

Indiabulls Wholesale Services Limited ("IWSL"), a wholly owned subsidiary Company of Indiabulls Real Estate Limited {"IBREL"), announced the Indiabulls Wholesale Services Limited Employee Stock Option Plan 2007 ("IWSL ESOP 2007") for its employees and its subsidiary companies, existing then or in future, and employees of its holding company ("IBREL"). The eligible employees covered under IWSL ESOP 2007 were granted an option to purchase equity shares of the Company subject to the requirements of vesting. These options vest uniformly over a period of 10 years, with effect from November 01, 2008, whereby 10% of the options vest on each vesting date. A Compensation Committee constituted by the Board of Directors of the Company administered the IWSL ESOP 2007.

During the year, the IWSL ESOP 2007 was canceled and withdrawn pursuant to the approval of the Board of Directors of the Company on May 27, 2009, after the option holders surrendered the unvested options under the IWSL ESOP 2007.

II. Stock Option Schemes of Indiabulls Real Estate Limited ("IBREL"), the holding company indiabulls Real Estate Limited ("IBREL"), the holding company had established the Indiabulis Real Estate Limited Employees Stock Options Scheme ("IBREL ESOS-I" or "Plan-I") and Indiabulls Real Estate Limited Employees Stock Options Scheme - 200-8 (II) ("IBREL ESOS-II" or "Plan-ll") during the financial year ending March 31, 2007 and March 31, 2009 respectively. IBREL had issued 9,000,000 equity settled options at an exercise price of Rs60 per option under the IBREL ESOS I and 2,000,000 equity settled options at an exercise price of Rs.110.50 per option under the IBREL ESOS II to eligible employees which gave them the right to subscribe stock options representing an equal number of equity shares of face value of Rs.2 each of IBREL, These options vest uniformly over a period of 10 years, commencing one year after from the date of grant. IBREL follows the intrinsic Value method of accounting as prescribed in the Guidance Note on Accounting for Employees Share based Payments ("Guidance Note"), issued by the Institute of Chartered Accountants of India. There is no impact on the profits after taxes and the basic and diluted earnings per share of the Company, on account of IBREL ESOS-I and IBREL ESOS-II.

4. Employee Benefits

Disclosures in respect of Employee Benefits in accordance with Accounting Standard 15 (AS 15) - Employee Benefits as notified under the Companies (Accounting Standards) Rules, 2006, as amended;

Provisions for unfunded gratuity and compensated absences for all eligible employees are based upon actuarial valuation conducted semi-annually by an independent actuary, Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Gains and losses on changes in actuarial assumptions during the year ended March 31, 2010, have been accounted for in the Profit and Loss Account/Real Estate Project under Development.

The actuarial valuation to determine commitments and expenses in respect of gratuity and compensated absences is based on the following assumptions which if changed, would affect the commitment's size, funding requirement and expenses:

5. Disclosure in respect of Accounting Standard (AS) - 18 Related Party Disclosures as notified under the Companies (Accounting Standards) Rules, 2006,as amended ;

a) Related Parties where control exists:

Holding Company Indiabulls Real Estate Limited

Subsidiaries Store One Retail India Limited (Formerly Indiabulls Retail Services Limited) Lucina Infrastructure Limited Sentia Properties Limited

b) Other Related Parties:

Fellow Subsidiaries*

Indiabulls Constructions Limited

Indiabulls Infrastructure Development Limited

Indiabulls Projects Limited

Lucina Constructions Limited

Indiabulls Power Limited. Formerly Sophia Power

Company Limited)

Sentia Infrastructure Limited

Lucina Land Development Limited

Subsidiary of Holding Company* Albina Real Estate Limited 'with whom transactions have been entered during the year/previous

Key Management Personnel:

Mr. Sameer Gehlaut

(Director and Chairman of Holding Company)

Mr. Rajiv Rattan

(Director and Vice Chairman of Holding Company)

Mr. Saurabh K Mittal

(Director of Holding Company)

Mr. Narendra Gehlaut

(Joint Managing Director of Holding Company)

Mr. Vipul D Bansal

(Joint Managing Director of Holding Company)

In accordance with AS 18, disclosures in respect of transactions with identified related parties are given only for such period during which such relationships existed Related party relationships as given above are as identified by the Company and have been relied upon by the auditors.

6. Earnings per Share:

Basic Earnings Per share is computed by dividing the net profit/ (loss) attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted Earnings per Share are computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all diluted potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value,

Diluted potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The numbers of equity shares are and potential diluted equity shares are adjusted for stock split, bonus shares and the potential dilutive effect of Employee Stock Option Plans as appropriate.

7. The company has taken office premises on operating lease at various locations and lease rent of Rs.4,34,380 (Previous year Rs.3,646,241) in respect of the same has been charged to Profit and Loss Account/ Real Estate Project Under Development. The underlying agreements are executed for a period generally ranging from one year to three years, renewable at the option of the Company and the lessor and are cancelable in some cases, by either party by giving a notice generally up to 90 days. There are no restrictions imposed by such leases and there are no subleases The minimum lease rentals payable in respect of such operating leases, are as under:

8. Disclosure pursuant to Part II of Schedule VI of Companies Act, 1956 , to the extent applicable:

a. Managerial Remuneration under Section 198 of the Companies Act. 1956 (included under Employees Remuneration & Benefits) is Rs. Nil (Previous Year Rs. Nil)

Note: There are no other particulars required to be disclosed in accordance with Part II of Schedule VI to the Companies Act, 1956.

9. The Company's primary business segment is reflected based on principal business activities carried on by the Company i.e purchase, sale, dealing, construction and development of real estate projects and all other related activities. The Company operates in domestic market only. Considering the nature of Company's business and operations and based on the information available with the management no further disclosures are required in respect of reportable segments, under Accounting Standard 17 (AS 17) -"Segment Reporting" as notified under the Companies (Accounting Standards) Rules 2006., other than those already provided in the financial statements

10. During the year ended March 31, 2010, the Company has inventorised borrowing costs of Rs.10,470,932 (Previous Year Rs. Nil) to cost of Real Estate Projects under Development.

11. As per Accounting Standard -22 Accounting for Taxes on Income', as notified under the Companies (Accounting Standards) Rules, 2006 as amended, the timing difference relating to depreciation and provision for employees benefits results in a deferred tax but as a prudent measure the net deferred tax liability in relation to the above has not been recognised in the accounts.

12. As per the best estimate of the management, no provision is required to be made as per Accounting Standard 29 (AS 29) - Provisions, Contingent Liabilities and Contingent Assets, as notified under the Companies (Accounting Standards) Rules, 2006, as amended, in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

13. In respect of amounts as mentioned under Section 205C of the Companies Act, 1956, there were no dues required to be credited to the Investor Education and Protection Fund as on March 31, 2010.

14. Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006 :

(i) There is no payment due to suppliers as at the end of the accounting year on account of Principal and Interest

(ii) No interest was paid during the year in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 and no amount was paid to the supplier beyond the appointed date.

(iii) No interest is payable at the end of the year other than interest under Micro, Small and Medium Enterprises Development Act, 2006,

(iv) No amount of interest was accrued and unpaid at the end of the accounting year,

The above information and that given in Schedule-10 "Current Liabilities" regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company, This has been relied upon by the auditors.

15. The company has not entered into any derivative instrument during the year. The company does not have any foreign currency exposure towards receivables, payables or any other derivative instrument that have not been hedged.

16. Contingent Liability not provided for in respect of:

Estimated amount of Contracts remaining to be executed on Capital Account and not provided for of Rs.198,908 (Previous Year Rs. Nil)

17. In the opinion of the Board of Directors of the Company, all Current Assets, Loans and Advances appearing in the balance sheet as at March 31, 2010 have a value on realization in the ordinary course of the Company's business at least equal to the amount at which they are stated in the balance sheet. Certain balances shown under loans and advances are subject to confirmation / reconciliation. In the opinion of the Board of Directors, no provision is required to be made against the recoverability of these balances.

18. Previous year figures have been regrouped and / or re-arranged wherever necessary to confirm to current year groupings and classifications.