l) Provisions, contingent assets and contingent liabilities

Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate
of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and
adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of
money is material.

Contingent liability is disclosed for:

a) Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

b) Present obligations arising from past events where it is not probable that an outflow of resources will be required to
settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related
asset is recognized.

m) Financial instruments

Initial recognition and measurement

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of
the financial instrument and are measured initially at fair value adjusted for transaction costs. However, trade receivables
that do not contain a significant financing component are measured at transaction price. Subsequent measurement of
financial assets and financial liabilities is described below.

Financial assets

Subsequent measurement

i. Financial assets carried at amortised cost - a financial asset is measured at the amortised cost if both the following
conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method.

ii. Investments in equity instruments - Investments in equity instruments which are held for trading are classified
as at fair value through profit or loss (FVTPL). For all other equity instruments, the Company makes an irrevocable
choice upon initial recognition, on an instrument by instrument basis, to classify the same either as at fair value
through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). Amounts presented in
other comprehensive income are not subsequently transferred to profit or loss. However, the Company transfers
the cumulative gain or loss within equity. Dividends on such investments are recognised in profit or loss unless the
dividend clearly represents a recovery of part of the cost of the investment.

iii. Investments in mutual funds - Investments in mutual funds are measured at fair value through profit and loss
(FVTPL).

The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value
measurement of a non- financial asset takes into account a market participant''s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use
the asset in its highest and best use.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of
valuation techniques, as summarised below:

Level 1 financial instruments: Those where the inputs used in the valuation are unadjusted quoted prices from
active markets for identical assets or liabilities that the Company has access to at the measurement date. The
Company considers markets as active only if there are sufficient trading activities with regards to the volume and
liquidity of the identical assets or liabilities and when there are binding and exercisable price quotes available on the
balance sheet date.

Level 2 financial instruments: Those where the inputs that are used for valuation and are significant, are derived
from directly or indirectly observable market data available over the entire period of the instrument''s life.

Level 3 financial instruments: Those that include one or more unobservable input that is significant to the
measurement as whole. Based on the Company''s business model for managing the investments, the Company has
classified its investments and securities for trade at FVTPL. Financial liabilities are carried at amortised cost using the
effective interest rate method. For trade and other payables the carrying amount approximates the fair value due to
short maturity of these instruments.

De-recognition of financial assets

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred. Further, if the Company has not retained control,
it shall also derecognise the financial asset and recognise separately as assets or liabilities any rights and obligations
created or retained in the transfer.

Financial liabilities

Subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortised cost using the effective interest method.
De-recognition of financial liabilities

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in
the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

n) Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss for financial assets. The Company factors historical trends and forward looking information to assess
expected credit losses associated with its assets and impairment methodology applied depends on whether there has
been a significant increase in credit risk.

Trade receivables

In respect of trade receivables, the Company applies the simplified approach of Ind AS 109, which requires measurement
of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected
credit losses that result from all possible default events over the expected life of a financial instrument.

Other financial assets

In respect of its other financial assets, the Company assesses if the credit risk on those financial assets has increased
significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, the Company
measures the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the
lifetime expected credit losses. The Company assumes that the credit risk on a financial asset has not increased significantly
since initial recognition, if the financial asset is determined to have low credit risk at the balance sheet date.

Write-offs

Financial assets are written off either partially or in their entirety to the extent that there is no realistic prospect of
recovery. Any subsequent recoveries are credited to impairment on financial instrument in the statement of profit and
loss.

o) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
(after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The
weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
Partly paid-up equity shares are treated as a fraction of an equity share to the extent they are entitled to participate in
dividend relative to a fully paid-up equity share during the reporting period. Compulsory convertible debentures are
treated as equivalent of equity share for the purpose of basic earnings per equity share. Treasury shares are adjusted for
computation of weighted average equity shares.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.

p) Segment reporting

The Company identifies segment basis the internal organization and management structure. The operating segments
are the segments for which separate financial information is available and for which operating profit/loss amounts are
regularly reviewed by the CODM (''chief operating decision maker'') in deciding how to allocate resources and in assessing
performance.

q) Foreign currency

Functional and presentation currency

Items included in the standalone financial statement of the Company are measured using the currency of the primary
economic environment in which the entity operates (''the functional currency''). The standalone financial statements have
been prepared and presented in Indian Rupees (INR), which is the Company''s functional and presentation currency.

Transactions and balances

Foreign currency transactions are recorded in the functional currency, by applying to the exchange rate between the
functional currency and the foreign currency at the date of the transaction. Foreign currency monetary items outstanding
at the balance sheet date are converted to functional currency using the closing rate. Non-monetary items denominated in
a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transaction.

Exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from
those at which they were initially recorded, are recognized in the statement of profit and loss in the year in which they
arise.

r) Treasury shares

The Company had created trusts for the implementation of schemes namely employees stock options plans, employees
stock purchase plan and stock appreciation rights plan. The Company treats trusts as its extension and the Company''s own

shares held by trusts are treated as treasury shares. Treasury shares are presented as a deduction from other equity. The
original cost of treasury shares and the proceeds of any subsequent sale are presented as movements in equity.

s) Exceptional items

An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding
of the performance of the Company is treated as an exceptional item and disclosed as such in the financial statements.

t) Dividend

Provision is made for the amount of any dividend declared on or before the end of the reporting period but not distributed
at the end of the reporting period, being appropriately authorised and no longer at the discretion of the Company. The
final dividend on shares is recorded as a liability on the date of approval by the shareholders, and interim dividends are
recorded as a liability on the date of declaration by the Company''s Board of Directors.

u) Assets held for sale

The company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a
sale rather than through their continuing use. Actions required to complete the sale should indicate that it is unlikely that
the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the
date of classification.

Losses on initial classification as held for sale and subsequent gains and losses on sale are recognised in the statement of
profit and loss. Once classified as held for sale, property, plant and equipment are no longer depreciated or amortised.

v) Recent Accounting Pronouncements

The Ministry of Corporate Affairs ("MCA") has notified the Companies (Indian Accounting Standards) Amendment Rules,
2025 and Second Amendment Rules, 2025, which are effective from 1 April 2025 and have been applied by the company
in the current year.

These amendments include changes to

• Ind AS 1 Presentation of Financial Statements - Classification of liabilities as current or non-current and related
covenant conditions

• Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments Disclosures - Disclosure requirements for
supplier finance arrangements

• Ind AS 12 Income Taxes - Accounting and disclosure considerations relating to OECD Pillar Two global minimum tax

• Ind AS 21 Effects of Changes in Foreign Exchange Rates and - Clarification on exchangeability of currencies and
determination of exchange rates

The company has assessed the impact of the aforesaid amendments and concluded that they do not have a material
impact on the financial statements, except for additional disclosures, where applicable.

Standards issued but not yet effective

Ind AS 1 - Classification of liabilities (covenant-related changes - Phase 2) - Further changes relating to the impact of
covenant breaches on classification of liabilities are applicable for annual reporting periods beginning on or after 1 April
2026.

The company is in the process of evaluating the impact of these amendments and does not expect them to have a material
impact on its financial statements, except for presentation and disclosure-related changes, where applicable.

value of INR 2 each and 88,88,524 partly paid-up equity shares of face value of INR 2 each, paid up of INR 1.10 each, was on account
of the following:

a) Allotment of 12,07,200 fully paid-up equity shares on exercise of vested ESOPs, on July 16, 2025;

b) Allotment of 1,60,000 fully paid-up equity shares on exercise of vested ESOPs, on August 7, 2025;

c) Allotment of 2,25,00,000 fully paid-up equity shares on conversion of convertible warrants, on September 17, 2025; and

d) Allotment of 2,25,00,000 fully paid-up equity shares on conversion of convertible warrants, on September 22, 2025

Resultantly, on the effectiveness of the Scheme, the paid-up share capital of DSL was INR 1,30,90,30,548.40 divided into 64,96,26,586
fully paid-up equity shares of face value of INR 2 each and 88,88,524 partly paid-up equity shares of face value of INR 2 each, paid up
of INR 1.10 each.

Consequent to the Scheme coming into effect, basis the Record Date of October 28, 2025, as per Share Exchange Ratio prescribed and
approved in the Scheme, the Company, on November 4, 2025, had issued and allotted an aggregate 2,22,39,39,879 fully paid-up equity
shares of INR 2 each, as under:

a) 1,92,43,01,572 fully paid-up equity shares to the shareholders of Dhani Services Limited (Amalgamating Company 1) against
their holding of 64,96,26,586 fully paid-up equity shares and 88,88,524 partly paid-up equity shares;

b) 21,81,70,697 fully paid-up equity shares to the shareholders of Indiabulls Enterprises Limited (Amalgamating Company 2) against
their holding of 19,83,36,997 fully paid-up equity shares and

c) 8,14,67,610 fully paid-up equity shares to the shareholders of India Land Hotels Mumbai Private Limited (Demerged Company)
against their holding of 2,53,005 fully paid-up equity shares.

Accordingly, as on March 31, 2026, the paid-up equity share capital of the Company stands increased to INR 4,64,87,64,276 divided into
2,32,43,82,138 fully paid-up equity shares of face value of INR 2 each.

(v) During the year ended 31 March 2021, the Company, through its established trust "Surya Employee Welfare Trust" (formerly known
as Indiabulls Integrated Employee Welfare Trust) ("Surya-EWT"); had in compliance with SEBI (Share Based Employee Benefits)
Regulations, 2014 purchased its 17,54,327 Equity shares from the open market, for the implementation and administration of its
employees benefit schemes.

As per the scheme of amalgamation, 17,54,327 listed Equity shares of Indiabulls Enterprises Limited held by the trust were converted
into 19,29,760 equity shares of Indiabulls Limited (formerly known as Yaari Digital Integrated Services Limited), and 2,97,00,000
shares of Dhani Services Limited held by another trust (Udaan Employee Welfare Trust) of Dhani Services Limited were converted into
8,73,18,000 equity shares of Indiabulls Limited (formerly known as Yaari Digital Integrated Services Limited) in accordance with the
swap ratios of the respective entities with Indiabulls Limited (formerly known as Yaari Digital Integrated Services Limited). The face
value of these shares have been deducted from the paid-up share capital of the company.

(vi) Rights, preferences and restrictions attached to equity 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. 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.

Nature and purpose of reserves
Amalgamation reserve

Amalgamation reserve represents the surplus/deficit arised in the course of amalgamation of jointly controlled entities.

Treasury shares

The Company had created "Surya Employee Welfare Trust" (formerly known as Indiabulls Integrated Employee Welfare Trust) ("Surya-EWT")
for the implementation of schemes namely employees stock options plans, employees stock purchase plan and stock appreciation rights
plan. The Company treats Surya-EWT as its extension and the Company''s own shares held by Surya-EWT are treated as treasury shares. The
premium over face value of the acquired treasury shares are presented as a treasury shares. The original cost of treasury shares and the
proceeds of any subsequent sale are presented as movements in equity.

Further, the shares of the Company held in Udaan Employee Welfare Trust(trust created by Amalgamating Company 1(Dhani Services
Limited) pursuant to the effectiveness of the scheme were also included in treasury shares with the same treatment as for the shares held
by Surya Employee Welfare Trust.

Capital reserve

The Company had issued share warrants in the earlier year. This reserve is created on account of forfeiture of share application money
received on account of issuance of share warrants as the share warrants holders did not exercise their rights.

Security premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of Companies
Act, 2013.

Capital redemption reserve

The company has created the capital redemption reserve on redemption/buys back its own shares out of its distributable profits or free
reserves.

General reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. Items included in general
reserve will not be reclassified subsequently to profit and loss.

Share options outstanding account

The reserve is used to recognized the expenses related to stock option issued to employees under holding company''s stock option plans.
Other comprehensive income - Equity instruments through FVOCI

The reserve represents the changes in the fair value of certain investments in other comprehensive income. These changes are accumulated
within the ''Other comprehensive income'' within other equity. The company transfers amounts from this reserve to retained earnings when
the relevant investments are disposed off.

Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions
paid to shareholders.

Money received against share warrants

The company issues share warrants and receives the application money on the same. Pending the conversion of share warrants into equity
shares of the company, the amount received on the share warrants is shown in money received against share warrants.

(ii) Corporate social responsibility

In accordance with the provisions of section 135 of the Companies Act 2013, the Board of Directors of the company had constituted a
Corporate Social Responsibility (CSR) Committee. In terms with the provisions of the said Act, the company has to spend a sum of nil
during the year ended 31 March 2026 (Previous year INR 0.41 crores) towards CSR activities. The details of amount actually spent by
the company are given below:

Note - 45

Earnings per equity share (EPS)

Disclosure in respect of Indian Accounting Standard - 33 ''Earnings Per Share'':

The basic earnings per equity share is computed by dividing the net profit attributable to equity shareholders for the year by the weighted
average number of equity shares outstanding during the reporting year. Partly paid-up equity shares are treated as a fraction of an equity
share to the extent they are entitled to participate in dividend relative to a fully paid-up equity share during the reporting period. Compulsory
convertible debentures are treated as equivalent of equity share for the purpose of basic earnings per equity share. Treasury shares are
adjusted for computation of weighted average equity shares. Diluted earnings per equity share is computed by considering 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 dilutive equity shares are adjusted for the potential dilutive effect of employee stock option plan and
warrants as appropriate.

Note - 46

Financial instruments-accounting classification and fair value measurement
A Fair value measurements

(i) Valuation principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, in the principal
(or most advantageous) market at the measurement date under current market conditions (i.e. an exit price) regardless of
whether that price is directly observable or estimated using a valuation technique. In order to show how fair values have been
derived, financial instruments are classified based on a hierarchy of valuation techniques.

(ii) Valuation governance

The Company''s fair value methodology and the governance over its models includes a number of controls and other procedures
to ensure appropriate safeguards are in place to ensure its quality and adequacy. All new product, initiatives (including their
valuation methodologies) are subject to approvals by various functions of the Company including the risk and finance functions.
The responsibility of ongoing measurement resides with the business units.

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels
of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as
follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
For financials assets and financials liabilities which are measured at fair value as at the Balance Sheet date, the classification of
fair value calculations by category is summarised below:

Note - 47

Financial risk management objective and policies

The company''s financial risk management is an integral part of how to plan and execute its business strategies. The company''s risk
management policy is set by the Board to achieve robust risk management framework to identify, monitor, mitigate and minimise risks
arising from financial instruments. The company primary focus is to foresee the unpredictability of financial markets and seek to minimise
the potential adverse effects on its financial performance. A summary of the risks have been given below:

The company''s principal financial liabilities comprise of borrowings, trade and other financial liabilities. The main purpose of these financial
liabilities is to finance the company''s operations. The company''s principal financial assets include loans, trade receivables, investments, cash
and cash equivalents, other bank balances and other financial assets that arise directly from its operations.

The company''s activities expose it to market risk, liquidity risk and credit risk.

A Credit risk:

Credit risk is the risk that the counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) including deposits placed
with banks and financial institutions and other financial instruments.

Financial assets other than trade receivables

Credit risk from balances with banks and financial institutions is managed by the company''s treasury department in accordance
with it''s policy. Surplus funds are parked only within approved investment categories with well defined limits. Investment category is
periodically reviewed by the company''s Board of Directors.

Credit risk arising from short-term liquid funds, other balances with banks and other cash equivalents is limited and no collaterals are
held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the
credit rating agencies. None of the financial instruments of the company result in material concentration of credit risks

Trade receivables

Customer credit risk is managed as per the company''s established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits
are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. The requirement for
impairment is analysed at each reporting date on an individual basis for major customers. The management is also monitoring the
receivables levels by having frequent interactions with responsible persons for highlighting potential instances where receivables might
become overdue.

Trade receivables consist of a large number of customers spread across India with no significant concentration of credit risk. Ongoing
credit evaluation is performed on the financial condition of accounts receivable. Therefore, the Company does not expect any material
risk on account of non-performance by any of its counter parties.

B Liquidity risk

The company manages liquidity risk by maintaining sufficient cash and investment in mutual funds and loan given to subsidiaries.
Management regularly monitors the position of cash and cash equivalents vis-a-vis projections. Assessment of maturity profiles of
financial assets and financial liabilities including debt financing plans and maintenance of balance sheet liquidity ratios are considered
while reviewing the liquidity position.

C Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial
instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates,
commodity prices, equity prices and other market changes that affect market risk sensitive instruments.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
prevailing market interest rates. Equipment loans are on fixed rate basis and hence not subject to interest rate risk. Further term
loan from others are also on fixed rate basis and hence not subject to interest risk.

(ii) Equity price risk:

The Company is not exposed to equity price risk arising from Equity Investments (other than Subsidiary, carried at cost).

(iii) Foreign exchange risk:

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which
fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates
relates primarily to the capital expenditure and spares parts.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to
match the terms of the hedged exposure.

The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established
risk management policies and standard operating procedures. It uses derivative instruments like forwards to hedge exposure to
foreign currency risk.

Foreign currency risk exposure:

There are no exposures to foreign currency as at 31 March 2026 and as at 31 March 2025.

Note - 48

Capital management

The company''s objectives when managing capital are to (a) maximise shareholder value and provide benefits to other stakeholders and (b)
maintain an optimal capital structure to reduce the cost of capital. For the purposes of the company''s capital management, capital includes
issued capital, share premium and all other equity reserves attributable to the equity holders.

The company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the
company.

Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances (including non-current earmarked
balances) and current investments.

The table below summarises the capital, net debt and net debt to equity ratio of the company.

Note - 49

Employee benefits -retiral

Employee Benefits - Provident Fund, ESIC, Gratuity and Compensated Absences disclosures as per Ind AS 19 - Employee Benefits:

(a) Post retirement defined contribution plan

Contributions are made to Government Provident Fund and Family Pension Fund, ESIC and other statutory funds which cover all
eligible employees under applicable Acts. Both the employees and the Company make predetermined contributions to the Provident
Fund and ESIC. The contributions are normally based on a certain proportion of the employee''s salary.

(B) Post retirement defined benefit obligation

The Company has the following defined benefit plans:

- Gratuity (unfunded)

- Compensated absences (unfunded)

Provision for unfunded gratuity and compensated absences for all employees is based upon actuarial valuations carried out at the end
of every financial year. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Pursuant
to the issuance of the Indian Accounting Standard (Ind AS) 19 on ''Employee Benefits'', obligation are actuarially determined using the
''Projected Unit Credit'' Method. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and
Loss.

vi) New Code on Social Security, 2020

On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code,
2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing
labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due
to changes in regulations. The company has assessed the incremental impact of these Codes and conducted that the same is insignificant. The
company continues to monitor the finalisation of Central/State Rules and clarifications from the Government on other aspects of the Labour
Code and would provide appropriate accounting effect on the basis of such developments as needed.

Note - 50

Business combination implementation details as per Ind AS 103:

a) Hon''ble National Company Law Tribunal approved the scheme of arrangement on 01 September 2025 with the appointed date being
01 April 2023 approved a re-organization plan to be implemented through a composite Scheme of Arrangement, which inter alia,
provides for:

Stepl:

Amalgamation of Dhani Services Limited ("Amalgamating Company 1") and Indiabulls Enterprises Limited ("Amalgamating Company
2") (hereinafter collectively referred to as "Listed Amalgamating Companies") with and into Yaari Digital Integrated Services Limited
("Amalgamated Company" / "Resulting Company 2"") and subsequent automatic dissolution of Listed Amalgamating Companies.

Step 2

Amalgamation of Savren Medicare Limited ("Amalgamating Company 3"), Auxesia Soft Solutions Limited ("Amalgamating Company
4"), Gyansagar Buildtech Limited ("Amalgamating Company 5"), Pushpanjli Finsolutions Limited ("Amalgamating Company 6"), Devata
Tradelink Limited ("Amalgamating Company 7"), Evinos Developers Limited ("Amalgamating Company 8"), Milky Way Buildcon Limited
("Amalgamating Company 9"), Indiabulls Consumer Products Limited ("Amalgamating Company 10"), Indiabulls Infra Resources Limited
("Amalgamating Company 11"), Jwala Technology Systems Private Limited ("Amalgamating Company 12"), Mabon Properties Limited
("Amalgamating Company 13"), YDI Consumer India Limited ("Amalgamating Company 14"), Indiabulls General Insurance Limited
("Amalgamating Company 15") and Indiabulls Life Insurance Company Limited ("Amalgamating Company 16") (hereinafter collectively
referred to as "Unlisted Amalgamating Companies") with and into Yaari Digital Integrated Services Limited ("Amalgamated Company"
/ "Resulting Company 2"") and subsequent automatic dissolution of Unlisted Amalgamating Companies.

Step 3:

Amalgamation of Juventus Estate Limited ("Amalgamating Company 17") with and into Yaari Digital Integrated Services Limited
("Amalgamated Company" / "Resulting Company 2"") and subsequent automatic dissolution of Amalgamating Company 17.

Demerger of the real estate business undertaking (as more elaborately defined hereunder) of India Land Hotels Mumbai Private Limited
("Demerged Company") and vesting of the same with and into Indiabulls Pharmacare Healthcare Limited ("Resulting Company 1"), on
a going concern basis, in consideration for which the shares of Yaari Digital Integrated Services Limited ("Resulting Company 2"), shall
be issued to the shareholders of the demerged company.

(b) With the compliance of the scheme as above, Indiabulls Limited (formerly known as Yaari Digital Integrated Services Limited) financials
were restated from the appointed date i.e. 01 April 2023 for incorporating the effect of merger appointed date.

c) Statement showing the details of assets and liabilities of Indiabulls Limited (formerly known as Yaari Digital Integrated Services Limited)
post giving the effect of the scheme as on appointed date (01 April 2023).

Note - 51

Lease related disclosures as per Ind AS 116

The company has leases for office spaces, warehouses and machine yards. With the exception of short-term leases and some of the leases
of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.

Each lease generally imposes a restriction that, unless there is a contractual right for the company to sublease the asset to another party,
the right-of-use asset can only be used by the company. Some leases contain an option to extend the lease for a further term. The company
is prohibited from selling or pledging the underlying leased assets as security. Further, the company is required to pay maintenance fees in
accordance with the lease contracts.

Note - 53

Details with respect to the benami properties

No proceedings have been initiated or pending against the entity under the Benami Transactions (Prohibitions) Act, 1988 for the year ended
31 March 2026 and 31 March 2025.

Note - 54

Undisclosed income

There is no such income which has not been disclosed in the books of accounts. No such income is surrendered or disclosed as income during
the year ended 31 March 2026 and 31 March 2025 in the tax assessments under Income Tax Act, 1961.

Note - 56

Wilful defaulter

No bank or financial institution has declared the company as "Wilful defaulter" during the year ended 31 March 2026 and 31 March 2025.

Note - 57

Details in respect of utilization of borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether
recorded in writing or otherwise, that the intermediary shall lend or invest in party identified by or on behalf of the company (Ultimate
Beneficiaries).

The company has not received any fund from any party(s) (Funding Party) with the understanding that the company shall whether, directly or
indirectly lend or invest in other persons or entities identified by or on behalf of the funding party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the ultimate beneficiaries.

Note - 58

Registration of charges or satisfaction with Registrar of Companies:

All applicable cases where registration of charges or satisfaction is required with registrar of companies have been done. No registration or
satisfaction is pending for the year ended 31 March 2026 and 31 March 2025.

Note - 59

Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with companies (Restriction
on number of layers) Rules, 2017 and no layers of companies has been established beyond the limit prescribed as per above said section/
rules, during the year ended 31 March 2026 and 31 March 2025.

Note - 63

Share based payments

A. Employee Stock Option Schemes and general terms and conditions:

(i) Indiabulls Limited Employee Stock Option Scheme - 2011'' ("IBL-ESOP Scheme 2011")

The company has IBL-ESOP Scheme 2011 approved by shareholders vide authorization dated 30 September 2011, for grant of up
to an aggregate of 50,00,000 employee stock options, convertible into fully paid-up equity shares of the company. Stock options
granted earlier have been lapsed and as on 31 March 2026, there is no outstanding stock options under this scheme.

(ii) Indiabulls Limited - Employee Stock Benefit Scheme - 2018 ("IBL-ESBS Scheme 2018")

The company has IBL-ESBS Scheme 2018 approved by shareholders vide authorization dated 14 May 2018, which has been
modified further vide shareholders authorization dated 5 February 2020, for grant of up to an aggregate of 1,00,00,000 employee
stock options convertible into fully paid-up equity shares of the company and/or Stock Appreciation Rights (SARs). Stock options
and SARs granted earlier have been lapsed and as on 31 March 2026, there is no outstanding stock options and SARs under this
scheme.

(iii) Indiabulls Limited - Employee Stock Option Scheme 2025 ("IBL - ESOP Scheme 2025")

In the 18th Annual General Meeting (AGM), held on 25 September 2025, shareholders of the company had approved Indiabulls
Limited - Employee Stock Option Scheme 2025 for grant of up to an aggregate of 3,00,00,000 employee stock options ("ESOPs"),
convertible into fully paid-up equity shares of the company, in compliance with Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021.

In compliance with Clause 45 of the NCLT approved scheme of arrangement which came into effect on 14 October 2025, inter-
alia, involving the merger of Dhani Services Limited ("DSL") with and into the company, ("Scheme"), the company had, on 19
January 2026, granted 2,69,90,964 stock options under IBL - ESOP Scheme 2025, in lieu of 91,80,600 outstanding stock options
which were held by the eligible transferred employees (as defined under the Scheme) of erstwhile Dhani Services Limited under
"Dhani Services Limited Employees Stock Option Scheme - 2008" and "Dhani Services Limited Employees Stock Option Scheme
- 2009" ("Dhani ESOP Schemes").

Number of stock options granted, exercise price, vesting period and exercise period of the said ESOPs granted were determined
basis the number of stock options already granted, exercise price, vesting period and exercise period that was applicable under
Dhani ESOP Schemes and Share Exchange Ratio (2.94x) specified under the said scheme of arrangement. Upon exercise, the
stock options so granted shall represent an equal number of fully paid-up equity shares of face value of INR 2 each in the
company.

The company has treated the issuance of options as a continuation of the original DSL grants. The number of options was
increased, and the exercise price was reduced proportionately based on the swap ratio (2.94x), ensuring that the total "intrinsic
value" and economic position of the option holders remained unchanged. Hence, no changes were made to the original vesting
schedules or the service conditions. The vesting period already completed in DSL has been recognized for the purpose of
determining the eligibility for exercise in the company. The period in which the options may be exercised cannot exceed five
years from the date of expiry of original vesting period.

Note - 64

Segment Reporting

The company''s operating segments are established on the basis of those components of the company that are evaluated regularly by the
Board of Directors (the ''Chief Operating Decision Maker'' as defined in Ind AS 108 - ''Operating Segments''), in deciding how to allocate
resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and
the internal business reporting systems. The company currently operates in three reportable business segments, i.e., financing and related
activities, real estate development and related activities; and equipment renting service and related activities.

Note - 66

Relationship with struck off companies:

No transaction has been made with the company struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,
1956 during the year ended 31 March 2026 and 31 March 2025.

Note - 67

The disclosure of capital to risk-weighted assets (CRAR), Tier I CRAR, Tier II CRAR and liquidity coverage ratios required under para (WB) (xvi)
of Division III of Schedule III to the Act are not applicable to the company as the company has currently applied for its registration as Core
Investment Company (CIC) with the Reserve Bank of India and is yet to receive the registration.

Note - 68

As at 31 March 2024, the financial assets of the company constitute more than fifty percent of its total assets (netted off by intangible assets)
and income from financial assets constitutes more than fifty percent of the gross income of the company for the year ended 31 March 2024.
The company has submitted the application with the Reserve Bank of India (RBI) for grant of certificate of registration as Core Investment
Company (CIC).

Note - 69

Loan or advances granted to the promoters, directors and KMPs and the related parties

Loan or advances in the nature of loans granted to the promoters, directors, key managerial persons and the related parties (as defined under
Companies Act, 2013), either severally or jointly with any other person, during the year ended 31 March 2026 and 31 March 2025, that either
are repayable on demand, or without specifying any terms or period of repayment are:

Note - 70

Audit Trail

As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial
year commencing 1 April 2023, every company which uses accounting softwares for maintaining its books of account, shall use only such
accounting softwares which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made
in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The
interpretation and guidance on what level edit log and audit trail needs to be maintained evolved during the year and continues to evolve.

The company has used accounting softwares for maintaining its books of account for the year, which have features of recording audit trail (edit
log) facility at application level as well as database level and the same have been operated throughout the year for all relevant transactions
recorded in the softwares. Further, the recording of audit trail (edit logs) can be disabled using restricted privileged rights for direct data
changes at database level, only by the developer. Since the company has other necessary controls in place, which are operating effectively,
this feature will not adversely impact its data and audit log retention directly at database level.

Furthermore, the audit trail has been preserved by the company as per the statutory requirements for record retention.

Note - 71

Revenue related disclosures
A. Disaggregation of revenue

Set out below is the disaggregation of the company''s revenue as per IND AS 115 "Revenue from Contracts with Customers":

Note - 72

Other matters

a. 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.

b. In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the
Investor Education and Protection Fund as at 31 March 2026 and 31 March 2025.

c. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at 31
March 2026, 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. In the opinion of the board of directors, no provision is required to be made against the
recoverability of these balances.

d) Previous year figures have been regrouped / reclassified wherever applicable.

e) Figures have been rounded off to the nearest crores of rupees up to two decimal places. The figure INR 0.00 wherever stated represents
value less than INR 50,000/-.

4.7 Provisions, contingent liabilities and contingent assets

Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate of the
amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect
the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

Contingent liability is disclosed for:

• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related asset is
recognized.

4.8 Share based payments

Share based compensation benefits are provided to employees via Employee Stock Option Plans (ESOPs). The employee benefit
expense is measured using the fair value of the employee stock options and is recognized over vesting period with a corresponding
increase in equity. The vesting period is the period over which all the specified vesting conditions are to be satisfied. On the exercise
of the employee stock options, the employees of will be allotted equity shares of the Company.

4.9 Employee benefits

Defined contribution plan

The Company''s contribution to provident fund and employee state insurance schemes is charged to the statement of profit and loss or
inventorized as a part of real estate project under development, as the case may be. The Company''s contributions towards Provident
Fund are deposited with the Regional Provident Fund Commissioner under a defined contribution plan.

Defined benefit plan

The Company has unfunded gratuity as defined benefit plan where the amount that an employee will receive on retirement is defined
by reference to the employee''s length of service and final salary. The liability recognized in the balance sheet for defined benefit plans
as the present value of the defined benefit obligation (DBO) at the reporting date. Management estimates the DBO annually with
the assistance of independent actuaries. Actuarial gain/losses resulting from re-measurements of the liability are included in other
comprehensive income.

Other long term employee benefits

The Company also provides benefit of compensated absences to its employees which are in the nature of long -term employee
benefit plan. Liability in respect of compensated absences becoming due and expected to be availed more than one year after the
balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit
credit method as on the reporting date. Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions are recorded in the statement of profit and loss in the year in which such gains or losses arise.

Short-term employee benefits

Short-term employee benefits comprise of employee costs such as salaries, bonus etc. is recognized on the basis of the amount paid
or payable for the period during which services are rendered by the employee.

4.10 Significant management judgement in applying accounting policies and estimation uncertainty

The preparation of the Company''s financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and liabilities and the related disclosures.

Significant management judgements

Recognition of deferred tax assets - The extent to which deferred tax assets can be recognized is based on an assessment of the
probability of the Company''s future taxable income against which the deferred tax assets can be utilized.

Evaluation of indicators for impairment of assets - The evaluation of applicability of indicators of impairment of assets requires
assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

Recoverability of advances/receivables - At each balance sheet date, based on historical default rates observed over expected life, the
management assesses the expected credit losses on outstanding receivables and advances.

Fair value measurements - Management applies valuation techniques to determine the fair value of financial instruments (where
active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants
would price the instrument.

Provisions - At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses
the requirement of provisions against the outstanding contingent liabilities. However the actual future outcome may be different
from this judgement.

Significant estimates

Useful lives of depreciable/amortisable assets - Management reviews its estimate of the useful lives of depreciable/amortisable
assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and
economic obsolescence that may change the utilisation of assets.

Defined benefit obligation (DBO) - Management''s estimate of the DBO is based on a number of underlying assumptions such as
standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may
significantly impact the DBO amount and the annual defined benefit expenses.

v During the financial year ended 31 March 2023, the Company issued and allotted 1,11,16,690 equity shares of face value ^ 2 each to
the shareholders of SORIL Infra Resources Limited(Transfereor Company 6) in the ratio of, for every 1 (one) equity share of Transferor
Company 6 of face value of ^ 10/- each held in Transferor Company 6 to 1 (one) equity share of face value ^ 2 each of the Company,
credited as fully paid up (Refer note 12 C).

vi Rights, preferences and restrictions attached to equity 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. 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.

C Merger Note:-

(a) A Composite Scheme of Amalgamation and Arrangement ("scheme") was filed by Albasta Wholesale Services Limited ("Transferor
Company 1"), Sentia Properties Limited ("Transferor Company 2"), Lucina Infrastructure Limited ("Transferor Company 3"),
Ashva Stud and Agricultural Farms Limited ("Transferor Company 4"), Mahabala Infracon Private Limited ("Transferor Company
5"), SORIL Infra Resources Limited ("Transferor Company 6"), Store One Infra Resources Limited ("Transferor Company 7"),
Yaari Digital Integrated Services Limited ("the Company/Transferee Company/Demerging Company 1"), Indiabulls Enterprises
Limited ("Resulting Company 1"), Indiabulls Pharmaceuticals Limited ("Demerging Company 2") and Indiabulls Pharmacare
Limited (" Resulting Company 2"). The rationale of the scheme is:

- the merger of the Transferring Companies with the Transferee Company,

- the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1, and

- demerger of the Pharma Business of the Demerging Company 2 into the Resulting Company 2

(b) The scheme was approved by the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench and was made effective
on 03 August 2022.

(c) The appointed date of the scheme is 01 April 2019.

(d) The Company accounted for the scheme under pooling of interest method.

1. Upon the merger of the Transferring Companies with the Transferee Company

(a) With effect from the Appointed Date (and consequent to transfer of the existing authorised share capital
of Transferring Companies in accordance with the Scheme), the authorised share capital of the Company of ^
1,100,000,000 (divided into 400,000,000 equity shares of ^ 2 each and 30,000,000 preference shares of ^ 10 each)
shall stand enhanced by ^ 2,882,500,000 (divided into 1,171,250,000 equity shares of ^ 2 each and 54,000,000
preference shares of ^ 10 each).

(b) In consideration of the amalgamation of the Transferor Company 6, the Company issued and allotted 1,11,16,690 equity
shares of face value ^ 2 each to the shareholders of Transferor Company 6 other than the Transferee Company in the
ratio of, for every 1 (one) equity share of Transferor Company 6 of face value of ^ 10/- each held in Transferor Company
6 to 1 (one) equity share of face value ^ 2 each of the Transferee Company, credited as fully paid up.

(c) The share capital of the Transferor Companies to the extent held by the Transferee Company as on the Appointed
Date and any further share capital held by the Transferee Company in the Transferor Companies thereafter (being
shares held in the Transferor Companies) stands cancelled.

(d) The investment of Transferee Company in Transferor Companies stands cancelled.

(e) All the inter-company payables and receivables between the Transferring Companies and the Transferee Company
stands cancelled.

2. Upon the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1 :

(a) Upon the Scheme coming into effect and with effect from the Appointed Date (and consequent to transfer of a
part of the existing authorised share capital of Demerging Company 1 to the Resulting Company 1), the authorised
share capital of the Demerging Company 1 shall stand reduced by ^ 699,000,000 comprising 339,500,000 equity
shares of ^ 2 each and 20,00,000 preference shares of ^ 10 each. Such reduced authorised share capital shall stand
transferred to the Resulting Company 1.

(i) Nature and purpose of other reserves
General reserve

The Company is required to create a general reserve out of the profits when the Company declares dividend to shareholders.

Capital reserve

The Company has issued share warrants in the earlier years. This reserve is created on account of forfeiture of share application
money received on account of issuance of share warrants as share warrants holders did not exercise their rights.

Deferred employee compensation reserve

The reserve is used to recognized the expenses related to stock option issued to employees under Holding Company''s employee stock
option plans.

Securities premium

Security premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of
Companies Act, 2013.

Treasury Shares

The Company had created "Surya Employee Welfare Trust" (formerly known as Indiabulls Integrated Employee Welfare Trust)
("Surya-EWT") for the implementation of schemes namely employees stock options plans, employees stock purchase plan and stock
appreciation rights plan. The Company treats Surya-EWT as its extension and the Company''s own shares held by Surya-EWT are treated
as treasury shares. The premium over face value of the acquired treasury shares are presented as a deduction from the securities
premium reserve. The original cost of treasury shares and the proceeds of any subsequent sale are presented as movements in equity.

Investment in subsidiaries and associates are measured at cost as per Ind AS 27, ''Separate financial statements''.

* These financial assets are mandatorily measured at fair value.

# These financial assets represents investment in equity instruments designated as such upon initial recognition.

ii) Financial instruments measured at amortised cost

For amortised cost instruments, carrying value represents the best estimate of fair value except for long-term financial assets.

iii) Risk Management

The Company''s activities expose it to market risk, liquidity risk and credit risk. The Company''s board of directors has overall
responsibility for the establishment and oversight of the Company''s risk management framework. This note explains the sources of
risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

(A) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit
risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The
Company continuously monitors defaults of customers and other counterparties and incorporates this information into its
credit risk controls.

(B) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to
ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of
expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual
maturities.

Note - 29

(a) The inter corporate deposit to subsidiaries has been extended to give the financials support. The Company have not credit impaired
any of its inter corporate deposits.

(b) As at 31 March 2024, the financial assets of the Company constitute more than fifty percent of its total assets (netted off by intangible
assets) and income from financial assets constitutes more than fifty percent of the gross income of the Company for the year ended
31 March 2024. The Company has submitted the application with the Reserve Bank of India for grant of certificate of registration as
Core Investment Company.

Note - 33

Contingent liabilities and Commitment

A. Summary of contingent liabilities

The Company 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 Company.

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. Commitments

The Company has committed to provide the financial support to all its subsidiaries.

Note - 34

Share based payments

A. Yaari Digital Integrated Services Limited Employees Stock Options Scheme - 2011

The Company established the Yaari Digital Integrated Services Limited Employees Stock Options Scheme - 2011 ("YDISL ESOS"). Under
the Plan, the Company granted 45,66,600 equity settled options to its eligible employees during the financial year 2017-18 which
gave them a right to subscribe up to 45,66,600 stock options representing an equal number of equity shares of face value of ^2
each of the Company at an exercise price of ^105.20 per option, subject to the requirements of vesting. A compensation committee
constituted by the Board of Directors of the Company administers the Plan. The stock options so granted, shall vest in the eligible
employees within 5 years beginning from 03 November 2018, the first vesting date. The stock options granted under each of the slabs
are exercisable by the option holders within a period of five years from the relevant vesting date.

B. Yaari Digital Integrated Services Limited - Employee stock benefit Scheme 2018

(i). During the financial year 2018-19, the Company established an Employees Stock Option Plan, which is called now "Yaari Digital
Integrated Services Limited - Employee Stock Benefit Scheme 2018" ("ESOP Plan 2018"). Under the Plan, the Company had
granted 10,00,000 equity settled options to its eligible employees which gave them a right to subscribe up to 10,00,000 stock
options representing an equal number of equity shares of face value of ^2 each of the Company at an exercise price of ^489.35
per option, subject to the requirements of vesting. A compensation committee constituted by the Board of Directors of the
Company administers the Plan. The stock options so granted, shall vest in the eligible employees within 5 years beginning from
10 August 2019, the first vesting date. The stock options granted under each of the slabs are exercisable by the option holders
within a period of five years from the relevant vesting date.

Note - 35

Segment Reporting

The Company''s primary business segment is reflected based on principal business activities carried on by the Company. As per Indian
Accounting Standard 108 as notified under the Companies (Indian Accounting Standards) Rules, 2015 as specified in Section 133 of the
Companies Act, 2013, the Company operates in one reportable business segment and is primarily operating in India and hence, considered
as single geographical segment. The Company carries on different business through investment in subsidiaries.

Note - 37

Code of Social Security,2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards
Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on
November 13, 2020, and has invited suggestions from stake holders which are under active consideration by the Ministry. Based on an
initial assessment by the Company, the additional impact on Provident Fund contributions by the Company is not expected to be material,
whereas, the likely additional impact on Gratuity liability/ contributions by the Company and its Indian subsidiaries could be material. The
Company will complete its evaluation once the subject rules are notified and will give appropriate impact in the financial results in the
period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note - 38

Business Combinations ''

(a) A Composite Scheme of Amalgamation and Arrangement ("scheme") was filed by Albasta Wholesale Services Limited ("Transferor
Company 1"), Sentia Properties Limited ("Transferor Company 2"), Lucina Infrastructure Limited ("Transferor Company 3"), Ashva Stud
and Agricultural Farms Limited ("Transferor Company 4"), Mahabala Infracon Private Limited ("Transferor Company 5"), SORIL Infra
Resources Limited ("Transferor Company 6"), Store One Infra Resources Limited ("Transferor Company 7"), Yaari Digital Integrated
Services Limited ("the Company/Transferee Company/Demerging Company 1"), Indiabulls Enterprises Limited ("Resulting Company
1"), Indiabulls Pharmaceuticals Limited ("Demerging Company 2") and Indiabulls Pharmacare Limited (" Resulting Company 2"). The
rationale of the scheme is:

- the merger of the Transferring Companies with the Transferee Company,

- the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1, and

- demerger of the Pharma Business of the Demerging Company 2 into the Resulting Company 2

(b) The scheme was approved by the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench and was made effective on 03
August 2022.

(c) The appointed date of the scheme is 01 April 2019.

(d) The Company accounted for the scheme under pooling of interest method.

Step-1 : Upon the merger of the Transferring Companies with the Transferee Company

(a) With effect from the Appointed Date (and consequent to transfer of the existing authorised share capital of Transferring Companies in
accordance with the Scheme), the authorised share capital of the Company of ^ 1,100,000,000 (divided into 400,000,000 equity shares
of ^ 2 each and 30,000,000 preference shares of ^ 10 each) shall stand enhanced by ^ 2,882,500,000 (divided into 1,171,250,000
equity shares of ^ 2 each and 54,000,000 preference shares of ^ 10 each).

(b) In consideration of the amalgamation of the Transferor Company 6, the Company issued and allotted 1,11,16,690 equity shares of
face value ^ 2 each to the shareholders of Transferor Company 6 other than the Transferee Company in the ratio of, for every 1 (one)
equity share of Transferor Company 6 of face value of ^ 10/- each held in Transferor Company 6 to 1 (one) equity share of face value
^ 2 each of the Transferee Company, credited as fully paid up.

(c) The share capital of the Transferor Companies to the extent held by the Transferee Company as on the Appointed Date and any further
share capital held by the Transferee Company in the Transferor Companies thereafter (being shares held in the Transferor Companies)
stood cancelled.

(d) The investment of Transferee Company in Transferor Companies stood cancelled.

(e) All the inter-company payables and receivables between the Transferring Companies and the Transferee Company stood cancelled.

(f) The Balance sheet of Yaari Digital Integrated Services Limited post the effect of Step-1 as above is as follows:

Step-2 : Upon the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1

(a) Upon the Scheme coming into effect and with effect from the Appointed Date (and consequent to transfer of a part of the existing
authorised share capital of Demerging Company 1 to the Resulting Company 1), the authorised share capital of the Demerging
Company 1 shall stand reduced by ^ 699,000,000 comprising 339,500,000 equity shares of ^ 2 each and 20,00,000 preference shares
of ^ 10 each. Such reduced authorised share capital shall stood transferred to the Resulting Company 1.

(b) Upon the coming into effect of the Scheme, and in consideration of the demerger of the Infrastructure Solutions Business of the
Demerging Company 1 into the Resulting Company 1, the Resulting Company 1 shall, issue and allot to the shareholders of Demerging
Company 1 shares of the Resulting Company 1, in the share entitlement ratio of 1:1.

Note - 39

Composite Scheme of Arrangement

In line with the long term business objectives 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, subject to all applicable statutory and
regulatory approvals, including approval from the stock exchanges, SEBI, shareholders and creditors of the Holding Company and its
subsidiary companies; and the jurisdictional bench of the National Company Law Tribunal ("NCLT"), had approved a composite Scheme
of Arrangement inter-alia involving Amalgamation of Indiabulls Enterprises Limited and Dhani Services Limited ("DSL") along with certain
subsidiary companies of DSL with and into Yaari Digital Integrated Services Limited ("Amalgamated Company" / "Resulting Company")
(the "Scheme"). The Competition Commission of India has approved the proposed Scheme of Arrangement under Section 31(1) of the
Competition Act, 2002. On receipt of No Observation Letters from BSE Limited and National Stock Exchange of India Limited on March 01,
2024 and March 04, 2024, respectively, the First Motion Application was filed with the National Company Law Tribunal, Chandigarh Bench
on April 10, 2024. In Compliance with NCLT Order dated January 29, 2025, meeting of Equity Shareholders of Dhani Services Limited, Yaari
Digital Integrated Services Limited and Indiabulls Enterprises Limited and meeting of Unsecured Creditors of Indiabulls Enterprises Limited
were convened on March 29, 2025, wherein the shareholders and unsecured creditors have passed the resolutions with requisite majority
approving the Scheme. Thereafter, NCLT appointed Chairperson filed its consolidated report on these meetings on April 01, 2025 to Hon''ble
NCLT, Chandigarh Bench. Further, the Second Motion Petition was filed with the Hon''ble NCLT, Chandigarh Bench on April 07, 2025.

Note - 40

Details with respect to the Benami properties

No proceedings have been initiated or pending against the entity under the Benami Transactions (Prohibitions) Act, 1988 for the year ended
31 March 2025 and 31 March 2024.

Note - 41

Undisclosed income

There is no such income which has not been disclosed in the books of accounts. No such income is surrendered or disclosed as income
during the year ended 31 March 2025 and 31 March 2024 in the tax assessments under Income Tax Act, 1961.

*The variance is due to increase in current liabilities.

Following ratios are not applicable:

1. Debt Service coverage ratio is not applicable as the Company has incurred losses in the year ended 31 March 2025 and 31 March 2024.

2. Debt equity ratio is not applicable as the Company has negative Equity as on 31 March 2025 and 31 March 2024.

3. Return on Equity is not applicable as the Company has negative Equity as on 31 March 2025 and 31 March 2024.

4. Trade receivables turnover ratio is not applicable as the Company does not have any trade receivables during the year ended 31
March 2025 and the year 31 March 2024.

5. Trade payables turnover ratio is not applicable as the Company has not made any purchases during the year ended 31 March 2025
and 31 March 2024.

6. Net profit ratio is not applicable as the Company has incurred losses during the year ended 31 March 2025 and 31 March 2024.

7. Return on Capital Employed is not applicable as the Company has negative Equity as on 31 March 2025 and 31 March 2024.

8. Inventory turnover ratio is not applicable as the Company has no inventory during the year ended 31 March 2025 and the year ended
31 March 2024.

9. Return on investment is not applicable as the Company has not earned any income on investments during the year ended 31 March
2025 and 31 March 2024.

10. Net capital Turnover ratio is not applicable as there is no revenue in the year ended 31 March 2025 and 31 M arch 2024.

Note - 44
Wilful Defaulter

No bank or financial institution has declared the company as "Wilful defaulter" during the year ended 31 March 2025 and 31 March 2024.

Note - 45

Details in respect of Utilization of Borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate
Beneficiaries).

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly
or indirectly lend or invest in other persons or entities identified by or on behalf of the funding party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note - 46

Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction
on number of Layers) Rules, 2017 and no layers of companies has been established beyond the limit prescribed as per above said section /
rules, during the year ended 31 March 2025 and 31 March 2024.

Note - 47

Loan or advances granted to the promoters, directors and KMPs and the related parties

Loan or advances in the nature of loans are granted to the promoters, directors, key managerial persons and the related parties (as defined
under Companies Act, 2013), either severally or jointly with any other person, during the year ended 31 March 2025 and 31 March 2024,
that are repayable on demand.

Compensated absence

The leave obligations cover the Company''s liability for permitted leaves. The amount of provision of ^0.00 crores (31 March 2024 - ^0.00 crores)
is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based
on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12
months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as
non-current. The weighted average duration of the defined benefit obligation is 19.10 years (31 March 2024: 19.69 years).

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous
service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employee''s last
drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Gratuity plan is a
non-funded plan. The weighted average duration of the defined benefit obligation is 19.10 years (31 March 2024: 19.69 years)

Note - 49
Audit Trail

As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial
year commencing 1 April 2023, every company which uses accounting software for maintaining its books of account, shall use only such
accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made
in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The
interpretation and guidance on what level edit log and audit trail needs to be maintained evolved during the year and continues to evolve.

The Company has used accounting software for maintaining its books of account for the year, which has feature of recording audit trail
(edit log) facility at application level as well as database level and the same has operated throughout the year for all relevant transactions
recorded in the software. Recording of audit trail (edit logs) can be disabled using restricted privileged rights for direct data changes at
database level, only by the developer. Since the company has other necessary controls in place, which are operating effectively, this feature
will not adversely impact its data and audit log retention directly at database level.

Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

Note - 50
Other matters

a. 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.

b. In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the
Investor Education and Protection Fund as at 31 March 2025 and 31 March 2024.

c. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at 31
March 2025, 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. In the opinion of the board of directors, no provision is required to be made against the
recoverability of these balances.

For RAJ GIRIKSHIT & ASSOCIATES For and on behalf of the Board of Directors

Chartered Accountants
Firm''s Registration No.: 022280N

GAURAV GOYAL KUBEIR KHERA SUPRIYA BHATNAGAR

Partner Executive Director & CEO Independent Director

Membership No.: 518698 [DIN:03498226] [DIN: 08731453]

Place : Gurugram SACHIN GHANGHAS AKHIL MALHOTRA

Date : 18 April 2025 Company Secretary Chief Financial Officer

5.13 Provisions, contingent liabilities and contingent assets

Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

Contingent liability is disclosed for:

• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related asset is recognized.

5.14 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

5.15 Employee benefits Defined contribution plan

The Company''s contribution to provident fund and employee state insurance schemes is charged to the statement of profit and loss or inventorized as a part of real estate project under development, as the case may be. The Company''s contributions towards Provident Fund are deposited with the Regional Provident Fund Commissioner under a defined contribution plan.

Defined benefit plan

The Company has unfunded gratuity as defined benefit plan where the amount that an employee will receive on retirement is defined by reference to the employee''s length of service and final salary. The liability recognized in the balance sheet for defined benefit plans as the present value of the defined benefit obligation (DBO) at the reporting date. Management estimates the DBO annually with the assistance of independent actuaries. Actuarial gain/losses resulting from re-measurements of the liability are included in other comprehensive income.

Other long term employee benefits

The Company also provides benefit of compensated absences to its employees which are in the nature of long -term employee benefit plan. Liability in respect of compensated absences becoming due and expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method as on the reporting date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recorded in the statement of profit and loss in the year in which such gains or losses arise.

Short-term employee benefits

Short-term employee benefits comprise of employee costs such as salaries, bonus etc. is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee.

5.16 Share based payments

Share based compensation benefits are provided to employees via Employee Stock Option Plans (ESOPs). The employee benefit expense is measured using the fair value of the employee stock options and is recognized over vesting period with a corresponding increase in equity. The vesting period is the period over which all the specified vesting conditions are to be satisfied. On the exercise of the employee stock options, the employees of will be allotted equity shares of the Company.

5.17 Right of use assets and lease liabilities

For any new contracts entered into on or after 1 April 2019, the Company considers whether a contract is, or contains a lease. A lease is defined as ''a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration''.

Classification of leases

The Company enters into leasing arrangements for various assets. The assessment of the lease is based on several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee''s option to extend/purchase etc.

Recognition and initial measurement

At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease (if any), and any lease payments made in advance of the lease commencement date (net of any incentives received).

Subsequent measurement

The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At lease commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company''s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed payments) and variable payments based on an index or rate. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in statement of profit and loss on a straight-line basis over the lease term.

5.18 Significant management judgement in applying accounting policies and estimation uncertainty

The preparation of the Company''s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the related disclosures.

Significant management judgements

Recognition of deferred tax assets - The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company''s future taxable income against which the deferred tax assets can be utilized.

Evaluation of indicators for impairment of assets - The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

Recoverability of advances/receivables - At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit losses on outstanding receivables and advances.

Fair value measurements - Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants would price the instrument.

Provisions - At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However the actual future outcome may be different from this judgement.

Significant estimates

Revenue and inventories - Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. This requires forecasts to be made of total budgeted cost with the outcomes of underlying construction and service contracts, which further require assessments and judgements to be made on changes in work scopes, claims (compensation, rebates etc.) and other payments to the extent they are probable and they are capable of being reliably measured. For the purpose of making estimates for claims, the Company used the available contractual and historical information. Ind AS 115 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

Useful lives of depreciable/amortisable assets - Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utilisation of assets.

Defined benefit obligation (DBO) - Management''s estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

iv During the year ended 31 March 2021, the Company, through its established trust "Surya Employee Welfare Trust" (formerly known as Indiabulls Integrated Employee Welfare Trust) ("Surya-EWT"); had in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 purchased its 17,54,327 Equity shares from the open market, for the implementation and administration of its employees benefit schemes. The face value of these shares have been deducted from the paid-up share capital of the Company, and the excess of amount paid over face value for their acquisition have been adjusted in the other equity. Out of the acquired shares , 17,54,327 shares have been appropriated towards grant of Share Appreciations Rights (SARs) on 12 February 2021 to the employees of the Company and its subsidiaries, as permitted.

v During the financial year ended 31 March 2023, the Company issued and allotted 1,11,16,690 equity shares of face value ^ 2 each to the shareholders of SORIL Infra Resources Limited(Transfereor Company 6) in the ratio of, for every 1 (one) equity share of Transferor Company 6 of face value of ^ 10/- each held in Transferor Company 6 to 1 (one) equity share of face value ^ 2 each of the Company, credited as fully paid up (Refer note 13 C).

vi Rights, preferences and restrictions attached to equity 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. 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.

C Merger Note:-

(a) A Composite Scheme of Amalgamation and Arrangement ("scheme") was filed by Albasta Wholesale Services Limited ("Transferor Company 1"), Sentia Properties Limited ("Transferor Company 2"), Lucina Infrastructure Limited ("Transferor Company 3"), Ashva Stud and Agricultural Farms Limited ("Transferor Company 4"), Mahabala Infracon Private Limited ("Transferor Company 5"), SORIL Infra Resources Limited ("Transferor Company 6"), Store One Infra Resources Limited ("Transferor Company 7"), Yaari Digital Integrated Services Limited ("the Company/Transferee Company/Demerging Company 1"), Indiabulls Enterprises Limited ("Resulting Company 1"), Indiabulls Pharmaceuticals Limited ("Demerging Company 2") and Indiabulls Pharmacare Limited (" Resulting Company 2"). The rationale of the scheme is:

- the merger of the Transferring Companies with the Transferee Company,

- the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1, and

- demerger of the Pharma Business of the Demerging Company 2 into the Resulting Company 2

(b) The scheme was approved by the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench and was made effective on 03 August 2022.

(c) The appointed date of the scheme is 01 April 2019.

(d) The Company accounted for the scheme under pooling of interest method.

1. Upon the merger of the Transferring Companies with the Transferee Company

(a) With effect from the Appointed Date (and consequent to transfer of the existing authorised share capital of Transferring Companies in accordance with the Scheme), the authorised share capital of the Company of ^ 1,100,000,000 (divided into 400,000,000 equity shares of ^ 2 each and 30,000,000 preference shares of ^ 10 each) shall stand enhanced by ^ 2,882,500,000 (divided into 1,171,250,000 equity shares of ^ 2 each and 54,000,000 preference shares of ^ 10 each).

(b) In consideration of the amalgamation of the Transferor Company 6, the Company issued and allotted 1,11,16,690 equity shares of face value ^ 2 each to the shareholders of Transferor Company 6 other than the Transferee Company in the ratio of, for every 1 (one) equity share of Transferor Company 6 of face value of ^ 10/- each held in Transferor Company 6 to 1 (one) equity share of face value ^ 2 each of the Transferee Company, credited as fully paid up

(c) The share capital of the Transferor Companies to the extent held by the Transferee Company as on the Appointed Date and any further share capital held by the Transferee Company in the Transferor Companies thereafter (being shares held in the Transferor Companies) stands cancelled.

(d) The investment of Transferee Company in Transferor Companies stands cancelled.

(e) All the inter-company payables and receivables between the Transferring Companies and the Transferee Company stands cancelled.

2. Upon the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1 :

(a) Upon the Scheme coming into effect and with effect from the Appointed Date (and consequent to transfer of a part of the existing authorised share capital of Demerging Company 1 to the Resulting Company 1), the authorised share capital of the Demerging Company 1 shall stand reduced by ^ 699,000,000 comprising 339,500,000 equity shares of ^ 2 each and 20,00,000 preference shares of ^ 10 each. Such reduced authorised share capital shall stand transferred to the Resulting Company 1.

(b) Upon the coming into effect of the Scheme, and in consideration of the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1, the Resulting Company 1 shall, issue and allot to the shareholders of Demerging Company 1 shares of the Resulting Company 1, in the share entitlement ratio of 1:1.

Note - 42

Code of Social Security,2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stake holders which are under active consideration by the Ministry. Based on an initial assessment by the Company, the additional impact on Provident Fund contributions by the Company is not expected to be material, whereas, the likely additional impact on Gratuity liability/ contributions by the Company and its Indian subsidiaries could be material. The Company will complete its evaluation once the subject rules are notified and will give appropriate impact in the financial results in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note - 43

Leasing arrangements

The Company has leases for office spaces, warehouses and machine yards. With the exception of short-term leases and some of the leases of low-value underlying assets, each lease is reflected on the financial statement as a right-of-use asset and a lease liability.

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Group. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security. Further, the Company is required to pay maintenance fees in accordance with the lease contracts.

NOTE - 44

Business Combinations ''

(a) A Composite Scheme of Amalgamation and Arrangement ("scheme") was filed by Albasta Wholesale Services Limited ("Transferor Company 1"), Sentia Properties Limited ("Transferor Company 2"), Lucina Infrastructure Limited ("Transferor Company 3"), Ashva Stud and Agricultural Farms Limited ("Transferor Company 4"), Mahabala Infracon Private Limited ("Transferor Company 5"), SORIL Infra Resources Limited ("Transferor Company 6"), Store One Infra Resources Limited ("Transferor Company 7"), Yaari Digital Integrated Services Limited ("the Company/Transferee Company/Demerging Company 1"), Indiabulls Enterprises Limited ("Resulting Company 1"), Indiabulls Pharmaceuticals Limited ("Demerging Company 2") and Indiabulls Pharmacare Limited (" Resulting Company 2"). The rationale of the scheme is:

- the merger of the Transferring Companies with the Transferee Company,

- the demerger of the Infrastructure Solutions Business of the Demerging Company 1 into the Resulting Company 1, and

- demerger of the Pharma Business of the Demerging Company 2 into the Resulting Company 2

(b) The scheme was approved by the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench and was made effective on 03 August 2022.

(c) The appointed date of the scheme is 01 April 2019.

(d) The Company accounted for the scheme under pooling of interest method.

Step-1 : Upon the merger of the Transferring Companies with the Transferee Company

(a) With effect from the Appointed Date (and consequent to transfer of the existing authorised share capital of Transferring Companies in accordance with the Scheme), the authorised share capital of the Company of ^ 1,100,000,000 (divided into 400,000,000 equity shares of ^ 2 each and 30,000,000 preference shares of ^ 10 each) shall stand enhanced by ^ 2,882,500,000 (divided into 1,171,250,000 equity shares of ^ 2 each and 54,000,000 preference shares of ^ 10 each).

(b) In consideration of the amalgamation of the Transferor Company 6, the Company issued and allotted 1,11,16,690 equity shares of face value ^ 2 each to the shareholders of Transferor Company 6 other than the Transferee Company in the ratio of, for every 1 (one) equity share of Transferor Company 6 of face value of ^ 10/- each held in Transferor Company 6 to 1 (one) equity share of face value ^ 2 each of the Transferee Company, credited as fully paid up.

(c) The share capital of the Transferor Companies to the extent held by the Transferee Company as on the Appointed Date and any further share capital held by the Transferee Company in the Transferor Companies thereafter (being shares held in the Transferor Companies) stood cancelled.

(d) The investment of Transferee Company in Transferor Companies stood cancelled.

# Variance due to payment of borrowings and current liabilities.

##Variance due to decrease in current year e-commerce business revenue as compared to last year.

Following ratios are not applicable:

1. Debt Service coverage ratio is not applicable as the Company has incurred losses in the year ended 31 March 2022.

2. Debt equity ratio is not applicable as the Company has negative Equity as on 31 March 2023

3. Return on Equity is not applicable as the Company has negative Equity as on 31 March 2023

4. Trade receivables turnover ratio is not applicable as the Company does not have any trade receivables during the year ended 31

March 2023 and the year 31 March 2022.

5. Trade payables turnover ratio is not applicable as the Company has not made any purchases during the year ended 31 March 2023.

6. Net profit ratio is not applicable as the Company has incurred losses during the year ended 31 March 2022.

7. Return on Capital Employed is not applicable as the Company has negative Equity as on 31 March 2023.

8. Inventory turnover ratio is not applicable as the Company has no inventory during the year ended 31 March 2023 and the year ended 31 March 2022.

9. Return on investment is not applicable as the Company has not earned any income on investments during the year ended 31 March 2023.

Note - 49

Wilful Defaulter

No bank or financial institution has declared the company as "Wilful defaulter" during the year ended 31 March 2023 and 31 March 2022.

Note - 50

Details in respect of Utilization of Borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the funding party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note - 51

Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 and no layers of companies has been established beyond the limit prescribed as per above said section / rules, during the year ended 31 March 2023 and 31 March 2022

Note - 53

In line with the long term business objectives of the Company and to provide synergy of operations and management and to streamline the operations and ownership structure of the Company and /or its identified subsidiaries, the Board, in its today''s meeting, has, on a preliminary basis deliberated on to restructure/reorganise/consolidate the existing business of the Company and /or of its subsidiaries along with identified entities /operations, in a tax and regulatory compliant manner, subject to further detailed evaluation. The Board has constituted a Reorganisation Committee to examine and evaluate available option for the proposed restructuring and/or consolidation of the businesses of the Company and its subsidiary companies, and to place the draft scheme and related documents, etc., before the Board at a later date for its consideration and approval for taking it forward.

Note - 54

Other matters

a. 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.

b. In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the Investor Education and Protection Fund as at 31 March 2023 and 31 March 2022.

c. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at 31

March 2023, 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. In the opinion of the board of directors, no provision is required to be made against the recoverability of these balances.

For AGARWAL PRAKASH & CO. For and on behalf of the Board of Directors

Chartered Accountants

Firm''s Registration Number.: 005975N

AASHISH K VERMA KUBEIR KHERA SUPRIYA BHATNAGAR

Partner Executive Director & CEO Independent Director

Membership Number: 527886 [DIN:03498226] [DIN: 08731453]

Place : Gurugram LALIT SHARMA AKHIL MALHOTRA

Date: 26 May 2023 Company Secretary Chief Financial Officer

1. NATURE OF PRINCIPAL ACTIVITIES

SORIL Holdings and Ventures Limited (formerly known as Indiabulls Wholesale Services Limited) “the Company”, was incorporated on July 24, 2007 with the main objects of carrying on the business of real estate projects on land situated in Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh).

During the year ended March 31, 2017, the name of the Company stood changed from ‘Indiabulls Wholesale Services Limited’ to ‘SORIL Holdings and Ventures Limited’ vide fresh Certificate of Incorporation dated March 27, 2017, issued by Registrar of Companies, NCT of Delhi & Haryana.

The company is domiciled in India and its registered office is situated at M-62 and 63, First Floor, Connaught Place, New Delhi - 110001.

2. GENERAL INFORMATION & STATEMENT OF COMPLIANCE WITH IND AS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards as notified under section 133 of the Companies Act 2013 (‘the Act’) (to the extent notified) and guidelines issued by Securities Exchange Board of India (SEBI), read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA’)) and relevant amendments rules issued thereafter. The Company has uniformly applied the accounting policies during the periods presented.

For all periods up to and including the year ended 31 March 2017, the Company has prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP). These financial statements for the year ended 31 March 2018 are the first which the Company has prepared in accordance with Ind AS. For the purpose of comparatives, financial statements for the year ended 31 March 2017 and opening balance sheet as at 1 April 2016 are also prepared under Ind AS.

The financial statements for the year ended 31 March 2018 were authorized and approved for issue by the Board of Directors on 02 May 2018.

3. BASIS OF PREPARATION

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. Further, the financial statements have been prepared on historical cost basis except for certain financial assets and financial liabilities and share based payments which are measure at fair values as explained in relevant accounting policies. Fair valuations related to financial assets and financial liabilities are categorized into level 1, level 2 and level 3 based on the degree to which the inputs to the fair value measurements are observable.

4. RECENT ACCOUNTING PRONOUNCEMENT

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying amendments to Ind AS 12, ‘Income taxes’, Ind AS 21, ‘The effects of changes in foreign exchange rates’ and also introduced new revenue recognition standard Ind AS 115 ‘Revenue from contracts with customers’. These amendments rules are applicable to the Company from 1 April, 2018.

Ind AS 115 ‘Revenue from Contracts with Customers’ (Ind AS 115)

Ministry of Corporate Affairs (‘MCA’) has notified new standard for revenue recognition which overhauls the existing revenue recognition standards including Ind AS 18 - Revenue and Ind AS 11 - Construction contracts. The new standard provides a control-based revenue recognition model and provides a five step application principle to be followed for revenue recognition:

1. Identification of the contracts with the customer

2. Identification of the performance obligations in the contract

3. Determination of the transaction price

4. Allocation of transaction price to the performance obligations in the contract (as identified in step 2)

5. Recognition of revenue when performance obligation is satisfied.

Amendment to Ind AS 12

The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from same source) and also consider probable future taxable profit. The Company is evaluating the requirements of the amendment and its impact on the financial statements.

Amendment to Ind AS 21

The amendment to Ind AS 21 requires the entities to consider exchange rate on the date of initial recognition of advance consideration (asset/liability), for recognizing related expense/income on the settlement of said asset/liability. The Company is evaluating the requirements of the amendment and its impact on the financial statements.

i During the year ended 31 March 2018, the Board being authorised by shareholders at the general meeting held on 22 November 2017, and in accordance with the provisions of section 42 and 62 of the Companies Act, 2013 and requirement contained in SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, approved the preferential issue of upto 3,50,00,000 (Three crores fifty lakhs) Warrants, convertible into equivalent no. of equity shares of face value Rs.2/- each of the Company at the conversion price of Rs.132/- (including premium of Rs.130/-) per equity share to M/s Powerscreen Media Private Limited, M/s Calleis Real Estate Private Limited, M/s Calleis Constructions Private Limited and M/s Calleis Properties Private Limited, the promoter group entities, in accordance with applicable provisions of Chapter VII of Securities & Exchange Board of India (Issue of Capital & Disclosure requirement) Regulations 2009, (“SEBI ICDR Regulations”). During the current year, the Company has, upon conversion of 41,00,000 share warrants, alloted 41,00,000 equity shares of face value of Rs.2 each at the issue price of Rs.132 (including premium of Rs.130) per equity share held by promoter group entities.

ii Rights, preferences and restrictions attached to equity 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 dicharged 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. 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.

2,517,700, 9% Non-Covertible non- cumulative redeemable preference shares were issued as full paid with a par value of Rs.10 (securities premium Rs.990) during the financial year 2011-12 and are classified as financial liabilities, see note 19.

NOTE - 5 (i) Nature and purpose of other reserves Securities premium reserve

Security premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of Companies Act, 2013

Deferred employee compensation reserve

The reserve is used to recognized the expenses related to stock option issued to employees under Holding Company’s employee stock option plans.

Capital reserve

The Company has issued share warrants in the earlier years. This reserve is created on account of forfeiture of share application money received on account of issuance of share warrants as share warrants holders did not exercise their rights.

General reserve

The Company is required to create a general reserve out of the profits when the Company declares dividend to shareholders.

A search was conducted by the competent authority under section 132(1) of the Income Tax Act, 1961 (‘the Act’) at premises of the Company in the previous year ended 31 March 2017. Pursuant to the search, the Assessing Officer has issued notices under relevant sections of the Act to the Company for some of the earlier financial years. Consequently, in order to avoid protracted tax litigation, the Company has filed application under Section 245C (1) of the Act before the Hon’ble Income Tax Settlement Commission (‘ITSC’) on 03 October 2017 and accordingly deposited Rs.22,490.10 thousands as tax and Rs.12,509.90 thousands as interest towards the proposed settlement which has been provided for in the books of accounts. The said application has since been admitted by ITSC vide its Order dated 10 October 2017 passed u/s 245D (1) of the Act and allowed to be proceeded with vide Order dated 4 December 2017 passed u/s 245D (2C) of the Act. The matter is now pending before the Hon’ble ITSC for final determination.

The major components of income tax expense and the reconciliation of expected tax expense based on the domestic effective tax rate of the Company at 27.553% (31 March 2017: 34.608%) and the reported tax expense in statement of profit and loss are as follows:

NOTE - 6

EARNINGS PER SHARE (EPS)

The Company’s Earnings per Share (“EPS”) is determined based on the net profit attributable to the shareholders of the Company. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti-dilutive.

The following reflects the income and share data used in the basic and diluted EPS computation

NOTE - 7

FAIR VALUE MEASUREMENTS

(i) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the financial statements are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: unobservable inputs for the asset or liability.

(ii) Financial assets measured at fair value

(iii) Valuation process and technique used to determine fair value

Specific valuation techniques used to value financial instruments include -

(i) Investments in equity insttuments of subsidiaries are stated at cost as per IND AS 27, separate financial statements.

(ii) Use of net asset value for mutual funds on the basis of the statement received from investee party.

NOTE - 8

FINANCIAL RISK MANAGEMENT

i) Financial instruments by category

ii) Financial instruments measured at amortised cost

For amortised cost instruments, carrying value represents the best estimate of fair value except for long-term financial assets.

iii) Risk Management

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

(A) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

a) Credit risk management

i) Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk

B: Moderate credit risk

C: High credit risk

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.

ii) Concentration of financial assets

The Company’s principal business activities are real estate project advisory, construction and development of real estate projects and all other related activities. The Company’s outstanding receivables are for real estate project advisory business. Loans and other financial assets majorly represents loans to subsidiaries and deposits given for business purposes.

b) Credit risk exposure

Provision for expected credit losses

The Company provides for 12 month expected credit losses for following financial assets -

Expected credit loss for trade receivables under simplified approach

The Company’s outstanding trade receivables are less than six months old and the Company expects that money will be received in due course.

(B) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.

Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

(C) Market risk

(i) In terest rate risk

The Company’s fixed rate borrowings are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company’s variable rate borrowing is subject to interest rate. Below is the overall exposure of the borrowing:

C First time adoption of Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out have been applied consistently in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the Company’s date of transition). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

D Ind AS optional exemptions

1 Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investment in equity investments.

2 Share based payments

Ind AS 102 Share based payments requires an entity to record the options on their fair value instead of intrinsic value. Ind AS 101 permits a first time adopter to ignore such requirement for the options already vested as on transition date that is 1 April 2016. The Company has elected to apply this exemptions for such vested options.

E Ind AS mandatory exemptions

1 Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

a) Investment in equity instruments carried at FVTPL or FVOCI

b) Impairment of financial assets based on expected credit loss model.

2 Classification and measurement of financial assets and liabilities

The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing at the date of transition. Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable to assess elements of modified time value of money i.e. the use of effective interest method, fair value of financial asset at the date of transition shall be the new carrying amount of that asset. The Company has availed the exemption for intercorporate loans. All the other financial assets and financial liabilities have been restated retrospectively.

F Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

1 Reconciliation of total equity as at 31 March 2017 and 1 April 2016

2 Reconciliation of total comprehensive income for the year ended 31 March 2017

NOTES TO FIRST TIME ADOPTION

NOTE - 1 BORROWINGS

Ind AS 109 requires transaction costs incurred towards borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the statement of profit and loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to statement of profit and loss over the period of loan basis on straight lining basis.

NOTE - 2

AMORTISED COST INSTRUMENT

A Under previous GAAP, long-term inter-corporate loans to subsidiaries and investments in debt instruments are shown at transaction value. Under Ind AS, such loans and debt instruments are to be evaluated under Ind AS 109 which requires the Company to account for such instruments amortised cost.

B Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be initially recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposits has been recognised as prepaid rent.

NOTE - 3

FAIR VALUE INSTRUMENTS

Under previous GAAP, investments in long-term equity instrument are shown at cost and tested for provision other than temporary diminution. Under Ind AS, such investments are evaluated under Ind AS 109 which requires the Company to account for such instruments at fair value through profit and loss (FVTPL) or fair value through other comprehensive income (FVOCI) (except for investment in subsidiaries, associates and joint venture).

NOTE -4

EMPLOYEE STOCK OPTION EXPENSE

Under the previous GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date.

NOTE - 5 DEFERRED TAX

Retained earnings/statement of profit and loss has been adjusted consequent to the Ind AS transition adjustments with corresponding impact to deferred tax, wherever applicable.

NOTE - 6

OTHER COMPREHENSIVE INCOME

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes re-measurements of defined benefit plans, FVOCI equity instruments. The concept of other comprehensive income did not exist under previous GAAP.

NOTE - 9

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are:

- To ensure Company’s ability to continue as a going concern, and

- To provide adequate return to shareholders

Management assesses the capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Company manages its capital requirements by overseeing the following ratio -

* Net debt includes long term borrowings short term borrowings current maturity of long term borrowings net of cash and cash equivalents (Including fixed deposits and other liquid securities).

NOTE - 10

INFORMATION ABOUT SUBSIDIARIES

The information about subsidiaries of the Company is as follows. The below table includes the information about step down subsidiaries as well.

NOTE - 11

RELATED PARTY TRANSACTIONS Subsidiaries

Details in reference to subsidiaries are presented in Note - 36 Key management personnel

Surinder Singh Kadyan (Whole Time Director of the Company till 08 December 2017) Mr. M.S. Walia (Whole Time Director of the Company from 08 December 2017)

NOTE - 12

CONTINGENT LIABILITIES AND COMMITMENT

A. Summary of contingent liabilities

Contingent liabilities, not acknowledged as debt, include:

* The company has received order against this demand in its favour from Income Tax Appellate Tribunal (ITAT). The department has moved to High Court against the same.

The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- SORIL Infra Resources Limited (Formerly known as Store One Retail India Limited). Outstanding amount of loans as on March 31, 2018 is Rs.429,587.18 thousands (31-March-2017: Rs.370,372.30 thousands; 01-April-2016: Rs.215,796.22 thousands).

The Company has given corporate guarantee for the secured term loans availed by the step down subsidiary company- Airmid Aviation Services Limited. Outstanding amount of loans as on March 31, 2018 is Rs.2,463,926.25 thousands (31-March-2017: Rs.2,334,189.60 thousands; 01-April-2016: Rs.2,387,984.40 thousands).

The Company 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 Company.

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. Commitments

There are no commitments to be reported as on March 31, 2018, March 31, 2017 and April 01, 2016.

NOTE - 13

EMPLOYEE BENEFITS Defined contribution plan

The company has made Rs.27.61 thousands (31 March 2017 Rs.6.15 in thousands) contribution in respect of provident fund. Defined benefit plan

The Company has following defined benefit plans:

- Gratuity (unfunded)

- Compensated absences (unfunded)

Compensated absence

The leave obligations cover the Company’s liability for permitted leaves. The amount of provision of Rs.5.28 thousands (31 March 2017 - Rs.6.24 thousands, 1 April 2016 - Rs.5.06 thousands) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current. The weighted average duration of the defined benefit obligation is 18.34 years (31 March 2017: 16.58 years).

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employee’s last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Gratuity plan is a non-funded plan. The weighted average duration of the defined benefit obligation is 18.34 years (31 March 2017: 16.58 years)

As the Company does not have any plan assets, the movement of present value of defined benefit obligation and fair value of plan assets has not been presented.

These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds of relevant economic markets and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on management’s historical experience.

NOTE - 14

CORPORATE SOCIAL RESPONSIBILITY EXPENSES

(a) Gross amount required to be spent by the company during the year: Rs.80.00 thousands (31-March-2017: Rs.730.00 thousands; 01-April-2016: Rs.330.00 thousands).

(b) Amount spent during the year on:

NOTE - 15

SHARE BASED PAYMENTS

SORIL Holdings and Ventures Limited Employees Stock Options Scheme - 2011 The Company established the SORIL Holdings and Ventures Limited Employees Stock Options Scheme - 2011 (“SHVL ESOS”). Under the Plan, the Company granted 45,66,600 equity settled options to its eligible employees which gave them a right to subscribe up to 45,66,600 stock options representing an equal number of equity shares of face value of Rs.2 each of the Company at an exercise price of Rs.105.20 per option, subject to the requirements of vesting. A compensation committee constituted by the Board of Directors of the Company administers the Plan. The stock options so granted, shall vest in the eligible employees within 5 years beginning from 3 November 2018, the first vesting date. The stock options granted under each of the slabs are exercisable by the option holders within a period of five years from the relevant vesting date.

Weighted average share exercised price during the year ended 31 March 2018: Rs. Nil (31 March 2017: Rs. Nil)

The total expense of share based payments recognized during the year ended 31 March 2018 is Rs.15545.13 thousands (31 March 2017: Rs. Nil)

The expected volatility was determined based on historical volatility data of the Company’s shares listed on the recognized Stock Exchange.

NOTE - 16

SEGMENT REPORTING

The Company’s primary business segment is reflected based on principal business activities carried on by the Company i.e. purchase, sale, real estate project advisory, construction and development of real estate projects and all other related activities which as per Ind AS 108 on ‘Operating Segments” is considered to be the only reportable business segment. The Company derives its major revenues from real estate project advisory business. The Company is operating in India which is considered as a single geographical segment

NOTE - 17

RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES PURSUANT TO IND AS 7 - CASH FLOWS

The changes in the Company’s liabilities arising from financing activities can be classified as follows:

NOTE - 18

OTHER MATTERS

a. 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.

b. In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the Investor Education and Protection Fund as at 31 March 2018, 31 March 2017 and 1 April 2016.

c. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at 31 March 2018, 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. In the opinion of the board of directors, no provision is required to be made against the recoverability of these balances.

1. Company overview

SORIL Holdings and Ventures Limited (formerly known as Indiabulls Wholesale Services Limited,”the Company”, “SHVL”) was incorporated on July 24, 2007.

During the year ended March 31, 2017, the name of the Company stood changed from ‘Indiabulls Wholesale Services Limited’ to ‘SORIL Holdings and Ventures Limited’ vide fresh Certificate of Incorporation dated March 27, 2017, issued by Registrar of Companies, NCT of Delhi & Haryana.

The Company is developing real estate projects on land situated in Ahmadabad (Gujarat) and Hyderabad (Andhra Pradesh).

2. Basis of preparation of financial statements

a) Basis of accounting

The financial statements have been prepared on going concern basis under the historical cost 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 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 the Companies Act, 2013.

b) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, on the date of the financial statements and the results of operations during the reporting periods. Although these estimates are based upon management’s knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognized in the current and future periods.

(i) 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.

(ii) 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.

3. Income Tax

Current tax

Current tax for the year includes earlier year tax credit of ‘ (51,477) (Previous Year: charge of ‘4,783,290).

Deferred tax

In compliance with Accounting Standard 22 (AS 22) - ‘Accounting for taxes on income’, as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), the Company has recognized deferred tax credit of ‘671,122 (previous year: Rs.12,709) in the statement of profit and loss during the year ended March 31, 2017.

The breakup of deferred tax assets into major components is as under:

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/schemes as appropriate.

4. Segmental information

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 specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, (as amended), other than those already provided in the financial statements.

5. Employee benefits (non-funded)

Amount recognised in the statement of profit and loss is as under:

6. 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:

a) Name and nature of relationship with related parties:

Relationship Name of the related parties

i) Related parties where control exists

- Subsidiary Companies - Lucina Infrastructure Limited

- Sentia Properties Limited

- Albasta Wholesale Services Limited

- SORIL Infra Resources Limited

(Formerly known as Store One Retail India Limited)

- MahabalaInfracon Private Limited (from December 11, 2014)

- Airmid Aviation Services Limited (from December 23, 2014)

- Store One Infra Resources Limited (from November 05, 2015)

- Ashva Stud and Agricultural Farms Limited (from December 07, 2015)

ii) Other related parties

- Key management personnel - Mr. Surinder Singh Kadyan

(Whole- Time Director of the Company)

Transactions and outstanding corporate guarantees given by the Company are disclosed in note 27.

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.

7. Contingent liabilities and Commitment

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

The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- SORIL Infra Resources Limited (Formerly known as Store One Retail India Limited). Outstanding amount of loans as on March 31, 2017 is Rs.37,03,72,302 (previous year: Rs.215,796,215).

The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- Airmid Aviation Services Limited. Outstanding amount of loans as on March 31, 2017 is Rs.2,334,189,600 (previous year: Rs.2,387,984,400).

The Company 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 Company. 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) Commitments

There are no commitments to be reported as on March 31, 2017 and March 31, 2016.

8. Corporate social responsibility expenses

(a) Gross amount required to be spent by the company during the year: Rs.730,000 (previous year: Rs.330,000).

(b) Amount spent during the year on:

9. 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.

10. 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

11. 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, 2017, 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.

12. Disclosure of specified bank notes (SBNs)

Tabular Disclosure on Specified Bank Notes (SBNs) as required vide MCA notification G.S.R. 308 (E) dated 30 March 2017 is as below:

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

1. Segmental information

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 specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, (as amended), other than those already provided in the financial statements.

2. Employee benefits (non-funded)

Amount recognized in the statement of profit and loss is as under:

3. 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:

a) Name and nature of relationship with related parties:

Relationship Name of the related parties

i) Related parties where control exists

- Subsidiary Companies - Lucina Infrastructure Limited

- Sentia Properties Limited

- Albasta Wholesale Services Limited

- Store One Retail India Limited

- Mahabala Infracon Private Limited (from December 11, 2014)

- Airmid Aviation Services Limited (from December 23, 2014)

- Store One Infra Resources Limited (from November 05, 2015)

- Ashva Stud and Agricultural Farms Limited (from December

07, 2015)

- Indiabulls Technology Solutions Limited (upto July 10, 2014)

- Archalia Software Solutions Limited (upto July 10, 2014)

- IB Technology Solutions, Inc. (upto July 10, 2014)

- ITSL Holdings (Mauritius) Limited (upto July 10, 2014)

- IB Technology (Proprietary) Limited (upto July 10, 2014)

- C-IB Technology Solutions Pte. Ltd. (upto July 10, 2014)

ii) Other related parties

- Key management personnel - Mr. Surinder Singh Kadyan

(Whole- Time Director of the Company)

The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- Store One Retail India Limited. Outstanding amount of loans as on March 31, 2016 is Rs, 215,796,215 (previous year: Rs, 399,472,243).

The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- Airmid Aviation Services Limited. Outstanding amount of loans as on March 31, 2016 is Rs, 2,387,984,400 (previous year: Rs, 970,000,000).

The Company 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 Company.

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) Commitments

There are no commitments to be reported as on March 31, 2016 and March 31, 2015.

* Previous year figures are shown in italics.

4. 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.

5. 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

6. 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, 2016, 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.

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

Impact of transitional provision provided in Note 7(b) of Schedule II of Companies Act 2013.

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.

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.

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.

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.

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.

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.