Indiabulls Enterprises Ltd

Dear Shareholders,

Your Directors are pleased to present the Sixth Annual Report of the Company along with the audited statement of accounts for the financial year ended March 31, 2024.

FINANCIAL RESULTS (STANDALONE)

Key highlights of the financial results of the Company for the FY24 are as under:

Amount (in Crore)

During the financial year ended on March 31, 2024, the Company has incurred a loss of Rs. 33.08 crores. There has been no change in the nature of the Company's business.

DIVIDEND

The Company has not declared any dividend during the financial year 2023-24.

TRANSFER TO RESERVES

During the financial year ended March 31, 2024, the Board has not proposed to transfer any amount to any reserve(s).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, there was no change in composition of Board of Directors of the Company. Further, in compliance with the applicable regulations, the Board has recommended the re-appointment of Mr. Vijay Kumar Agrawal (DIN: 08329352), a Whole Time Director & Key Managerial Personnel, designated as Executive Director, who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment as director.

Effective from August 11, 2023, Mr. Saurabh Garg was appointed as Chief Financial Officer designated as Key Managerial Personnel of the Company in place of Mr. Vijay Kumar Agrawal.

Effective from November 23, 2023, Mr. Deepak Chadda (ACS-62593) was appointed as Company Secretary and Compliance Officer designated as Key Managerial Personnel of the Company in place of Mr. Akhilendra Bahadur Singh (ACS- 54305).

All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act, and in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations'). Except Mr. Prem Prakash Mirdha (DIN: 01352748), none of the Independent Directors of the Company hold any of its equity share.

The brief resume of Mr. Vijay Kumar Agrawal (DIN: 08329352) proposed to be reappointed, nature of his expertise in specific functional areas, terms of appointment, names of companies in which he hold directorships, memberships/ chairmanships of Board Committees, are provided in the Notice convening the 6th Annual General Meeting of the Company.

SHARE CAPITAL

During the financial year 2023-24, and upto the date of this report, the Company has not raised any share capital. The paid up share capital of the Company is Rs. 39,66,73,994 divided into 19,83,36,997 fully paid up equity shares of face value Rs. 2/- each.

PUBLIC DEPOSITS

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

LISTING WITH STOCK EXCHANGES

The fully paid up Equity Shares (ISIN: INE059901020) of the Company continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2024-25 have been paid.

SCHEME OF ARRANGEMENT

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

The Scheme is subject to all applicable statutory and regulatory approvals, including approval from the stock exchanges, SEBI, shareholders and creditors of the company and the jurisdictional bench of the NCLT. Post filing the Scheme with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), the Company has received the Observation Letters from BSE and NSE on March 1, 2024 and March 4, 2024, respectively. Hon'ble Competition Commission of India (CCI) has approved the Scheme on December 19, 2023 and detailed Order of CCI has also been received. First motion application has been filed with Hon'ble National Company Law Tribunal, Chandigarh on April 10, 2024.

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

"110 equity shares of Yaari of INR 2/- each fully paid-up for every 100 equity shares of IEL of INR 2/- each fully paid-up."

Further under the Scheme the Real Estate Undertaking (as more elaborately defined thereunder ) of India Land Hotels Mumbai Private Limited (ILHMPL) will stand demerged and vest into Indiabulls Pharmacare Limited (IPL), presently a wholly owned subsidiary of the Company, will become wholly owned subsidiary of Yaari. In consideration of merger of Real Estate undertaking of ILHMPL into IPL whereof "322 equity shares of Yaari, INR 2/- each fully paid-up, will be allotted to the Shareholders of ILHMPL, for every 1 equity share held by them in Company.i.e. ILHMPL".

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

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

AUDITORS

(a) Statutory Auditors

In compliance with the applicable regulatory provisions, the existing first term of M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration No. 005975N), the Statutory Auditors of the Company who were appointed by the members at their First Annual General Meeting, held on September 30, 2019, for a period of five years, shall come to an end on the conclusion of the ensuing Sixth Annual General Meeting of the Company.

In terms of applicable provisions, the Board, on the proposal of the Audit Committee, has recommended for the re-appointment of M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration No. 005975N), as the Statutory Auditors of the Company, for a further period of 3 (three) consecutive years i.e. from the conclusion of ensuing 6th Annual General Meeting, until the conclusion of the 9th Annual General Meeting of the Company. Consent and certificate u/s 139 of the Companies Act, 2013 have been obtained from M/s Agarwal Prakash & Co., Chartered Accountants, to the effect that their re-appointment, if made, shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder. As required under the SEBI LODR Regulations, M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration No. 005975N), has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

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

(b) Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s Say & Associates (formerly known as M/s A. K. Kuchhal & Co.) a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the Financial Year 2023-24. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2023-24, is annexed as "Annexure 1" and forming part of this Report. The Secretarial Audit Report is self-explanatory and therefore do not call for any further explanation.

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

The Secretarial Audit Report of material subsidiary companies, namely, Indiabulls Rural Finance Private Limited and Indiabulls Pharmacare Limited are annexed as "Annexure 3" and "Annexure 4", respectively.

(c) Cost Records

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

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has formulated a CSR Policy (available on your Company's website at web-link: https://www.indiabullsenterprises.com/files/1676284618.pdf) as per the provisons of the Companies Act, 2013, read with the relevant rules. In terms of the applicable provisions of the Companies Act 2013, read with relevant Rules, the Company was not required to contribute any amount towards CSR activities during the FY 2023-24. An Annual Report on CSR, containing relevant details, is annexed as Annexure - 5, forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2024 and the profit and loss of the company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

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

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

ACKNOWLEDGEMENT

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