The Directors have pleasure in presenting the 1 2th Annual Report
 together with the audited statement of accounts of the Company for the
 financial year ended March 31, 2011.
 
 FINANCIAL RESULTS
 
 The highlights of the financial results of the Company for the
 financial year ended March 31, 2011.
 
                                                            Amount (Rs.)
 
 Particulars                                Year ended        Year ended 
                                        March 31, 2011    March 31, 2010
 
 Profit before Depreciation              8,002,196,292     4,016,193,840
 
 Less: Depreciation / Amortisation          93,452,717        73,708,770
 
 Profit before Tax                       7,908,743,575     3,942,485,070
 
 Less: Provision for Tax                 1,821,833,936     1,300,882,293
 
 Profit after Tax                        6,086,909,639     2,641,602,777
 
 Add brought forward balance             1,183,418,805     1,234,774,798
 
 Amount available for appropriation      7,270,328,444     3,876,377,575
 
 Appropriation
 
 Dividend paid on preference Shares                  -        78,217,802
 
 Proposed Final Dividend on Equity 
 Shares                                  1,555,132,650     1,549,472,605
 
 Interim Dividend paid on Equity Shares  1,552,642,450                 -
 
 Dividend for previous year on Equity 
 Shares issued after the year end
 pursuant to 
 ESOPS Allotment                               408,290         1,806,605
 
 Corporate Dividend Tax on:
 
 - Dividend paid on Preference Shares                -        13,293,116
 
 - Proposed Final dividend on Equity 
   Shares                                  252,281,394       257,348,031
 
 - Interim Dividend on Equity Shares       257,874,504                 -
 
 Dividend for previous year on Equity 
 Shares issued after the year end               66,235           300,055
 
 pursuant to ESOPS Allotment
 
 Transfer to General Reserve               608,700,000       264,200,000
 
 Transfer to Special Reserve 
 (U/s 36(1)(viii) of Income Tax Act, 1961) 190,000,000                 -
 
 Transfer to Reserve Fund (U/s 
 45IC of RBI Act, 1934)                 1,21 7,381,928       528,320,556
 
 Balance of Profit Carried Forward       1,635,840,993     1,183,418,805
 
 
 
 REVIEW OF OPERATIONS
 
 - Return on Equity (ROE) has grown to 17%. The Company intends to grow
 the ROE to over 20% by achieving an overall business growth of 30%.
 
 - 250% final dividend of Rs. 5/- per share of face value of Rs. 2/- has
 been proposed.
 
 - Proposed total dividend for FY 2010-11 (including interim dividend of
 Rs. 5/-, already paid) is Rs. 10/- (500%) per share of face value of
 Rs. 2/-.
 
 - Growth in Long-Term, Low-Risk Mortgage Loans, Diversified &
 Long-Duration Liabilities, Decreasing Cost-Income Ratio and Falling
 Delinquency Levels
 
 have boosted the Companys revenues and profits in FY 2010-11.
 
 ASSET GROWTH
 
 - On the back of a strong and steady demand for Home Loans, the Company
 has seen sustained growth in its Assets Under Management by an average
 of Rs. 2,200 Cr per quarter for the last 4 quarters.
 
 STRONG CUSTOMER SERVICE FOCUS
 
 Awards and Accolades
 
 The Company has won the MCHI award for Excellence in Customer
 Information & Responsiveness.
 
 Customer Service and Customer Convenience
 
 The Company has launched a web portal for customers to access account
 details, download tax certificates, track changes in rates of interest,
 track their statement of accounts and make payments online.
 
 IMPROVING LIABILITY PROFILE
 
 - The Company has been successful in diversifying its sources of
 funding and has raised long-term bonds and bank loans to match the
 increasing share of long-term assets.
 
 - 69% of the borrowings come from long-term bank loans and the
 dependence on short-term money is only 11%, well within the target of a
 maximum of 15%.
 
 DIVERSIFIED BORROWING PROGRAMME
 
 - During the course of the year, the Company has been successful in
 widely diversifying its funding sources. Amongst its lenders, the
 Company now counts 54 strong relationships: 21 PSU banks, 11 Private
 and Foreign banks and 22 other Mutual Funds, Provident Funds, Pension
 Funds and Insurance Companies.
 
 HEADROOM FOR GROWTH
 
 - With a Net Gearing of only 3.13, the Company is one of the better
 capitalized NBFCs and has the balance sheet strength to support an
 expanding loan book.
 
 - Capital Adequacy of 20.09% as of March 31, 2011.  
 
 IMPROVING COST-INCOME RATIO
 
 - Continuing improvement in cost-income ratio due to increasing
 efficiency in operations and build-up of long-term assets
 
 STABLE ASSET QUALITY
 
 - In Q4 of FY 201 0-11, the Company has made a Floating Provision of
 Rs. 50 Cr to mitigate cyclicality and to build a buffer that can be
 drawn down in adverse circumstances.
 
 - In Q3 and Q4 of FY 201 0-11, the Company has created Rs. 39.74 Cr of
 Standard Asset provisions as prescribed by RBI in its circular dated
 January 17, 2011.
 
 - Six quarters of continuous reduction in Gross and Net NPA levels as
 low-risk mortgage portfolio increases the asset base, while
 contributing very low incremental delinquencies.
 
 - Total provisions are 4.19 times the regulatory requirement.
 
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
 
 - Indiabulls Foundation plans to set up a hospital for the poor, for
 treatment of life threatening diseases.  The foundation also aims to
 work at a district level on transformation projects specifically in the
 areas of education and healthcare infrastructure.
 
 - The Company will actively support Indiabulls Foundation. In FY
 2010-11, the Company has contributed Rs. 8.8 Cr to Indiabulls
 Foundation.
 
 - Other CSR Initiatives: the Company has partnered with Novartis to
 launch a Drug Access Programme for Cancer Patients. Indiabulls lends
 its expertise by assessing the financial status of the patients to
 approve access to Free Drugs under the programme.
 
 DIVIDEND
 
 In keeping with the Companys policy to reward its shareholders, the
 Board of Directors of the Company has recommended a final dividend of
 250% i.e. Rs. 5/- per share on the face value of Rs. 2I- per share, for
 the financial year 2010-2011, which if approved at the ensuing Annual
 General Meeting, would be paid to those members whose names appear in
 the Companys Register of Members as on the book closure date,
 appearing in the notice convening the Annual General Meeting which
 forms a part of the Annual Report and to all those members whose names
 appear as beneficial owners in the records of the Depositories i.e.
 National Securities Depository Limited and Central Depository Services
 (India) Limited, as on the said date. Interim dividend @ Rs. 5/- per
 share (250%) was declared on October 21, 2010 and paid for the said
 financial year.  Thereby total dividend paid/recommended for the said
 financial year is Rs. 10/- per share (500%).
 
 EMPLOYEES STOCK OPTIONS
 
 The disclosures required to be made in the Directors Report in respect
 of the stock options granted under various employee stock option
 schemes i.e. (i) IBFSL-ICSL Employees Stock Option Plan -2006 (ii)
 IBFSL-ICSL Employees Stock Option Plan 11-2006 and (iii) Employees
 Stock Option Plan - 2008 in force in the Company, in terms of the
 format prescribed under SEBI (Employee Stock Option Scheme and Stock
 Purchase Scheme) Guidelines, 1 999, are set out in the Annexure forming
 a part of this report.
 
 The Shareholders of the Company have approved the launch of a new ESOP
 Scheme titled as IBFSL ESOP- 2010. However, no option has yet been
 granted under this Scheme.
 
 During the current financial year, the Company has allotted an
 aggregate 116,070 (One Lac Sixteen Thousand and Seventy) Equity shares
 of face value Rs. 2/- each under various stock option schemes on April
 08, 2011 and May 03, 2011, as a result of which the equity capital of
 the Company stands increased from Rs. 621,984,236/- divided into
 310,992,118 Equity shares of face value Rs. 2I- each to Rs.
 622,216,376/- divided into 311,1 08,1 88 Equity shares of face value
 Rs. 2/- each.
 
 SIGNIFICANT DEVELOPMENT DURING THE YEAR
 
 Issuance of Warrants convertible into Equity Shares of the Company
 
 During the year under review, 27,500,000 warrants were issued, to the
 Qualified Institutional Buyers under Qualified Institutions Placement
 basis, at an issue price of Rs.5/- per warrant, with a right
 exercisable by the warrant holder to exchange each warrant with one
 equity share of the Company of face value Rs.2/- each, any time before
 the expiry of 60 months from the date of allotment of the warrants, at
 a Warrant Exercise Price of Rs.225/- per equity share. The Issue Price
 of Rs.5/- per warrant is neither adjustable with the Warrant Exercise
 Price, nor refundable by the Company. These warrants have been listed
 on the National Stock Exchange of India Limited and Bombay Stock
 Exchange Limited.
 
 Revision in Ratings
 
 CARE has upgraded Companys rating to CARE AA+ [Double A Plus] from
 its earlier assigned rating CARE AA [DOUBLE A] to its Long Term Debt
 Programme (including NCDs and Bank Borrowings).
 
 CRISIL has upgraded our rating to AA/Stable (pronounced Double A
 rating with stable outlook) from its earlier assigned rating
 AAVPositive (pronounced Double A minus rating with positive
 outlook) to the Companys Long Term Debt Programme (including NCDs and
 Bank Borrowings).
 
 ICRA, an Associate of Moodys Investors Service, as assigned LAA
 (pronounced L Double A) Rating with a stable outlook to the Companys
 Non Convertible Debentures programme.
 
 Grant of Certificate of Registration to Indiabulls Mutual Fund
 
 Securities and Exchange Board of India (SEBI) has granted its
 Certificate of Registration on March 24, 2011 to Indiabulls Mutual
 Fund, sponsored by the Company. SEBI has also granted its approval to
 Indiabulls Asset Management Company Limited, a 100% subsidiary of the
 Company to act as Asset Management Company to Indiabulls Mutual
 Fund.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any deposits from the public during the
 year under review.
 
 SUBSIDIARIES
 
 The statement pursuant to Section 21 2(1 )(e) of the Companies Act,
 1956 relating to subsidiary companies forms a part of the financial
 statements.
 
 In terms of the circular no.2/2011 dated February 8, 2011 issued by the
 Ministry of Corporate Affairs for granting general permission for not
 attaching certain prescribed documents including annual accounts of the
 Subsidiaries to the Balance Sheet of the Holding Company, as required
 to be attached in terms of Section 212 of the Companies Act, 1956, and
 accordingly as approved by the Board of Directors in its meeting held
 on April 11, 2011, copies of the Balance Sheet, Profit and Loss
 Account, Reports of the Board of Directors and Auditors of the
 subsidiaries of the Company as of March 31, 2011 havenot been attached
 with the Balance Sheet of the Company. These documents will be made
 available upon request by any Member of the Company interested in
 obtaining the same. The annual accounts of the subsidiary companies are
 also kept for inspection by any shareholders in the head office of the
 holding company and of the subsidiary companies concerned. However, in
 terms of the said circular, information desired to be disclosed in
 respect of the each of the subsidiary company, has been disclosed, in
 the notes to accounts of the Consolidated Balance Sheet forming part of
 the Annual Report. Further, pursuant to Accounting Standard AS-21
 issued by The Institute of Chartered Accountants of India, Consolidated
 Financial Statements presented by the Company includes financial
 information of its subsidiaries.
 
 DIRECTORS
 
 In accordance with the provisions of Section 255 and 256 of the
 Companies Act, 1 956 and the Article 1 29 of the Articles of
 Association of the Company, Mr. Saurabh K.  Mittal (DIN: 01175382) and
 Mr. Shamsher Singh Ahlawat, (DIN: 0001 7480) retire by rotation at the
 ensuing Annual General Meeting of the Company and being eligible offer
 themselves for reappointment.
 
 Brief resume of the Directors seeking reappointment, nature of their
 expertise in specific functional areas and names of companies in which
 they hold directorships and memberships/ chairmanships of Board
 Committees, as stipulated under Clause 49 of Listing Agreement with the
 Stock Exchanges in India, are provided in the Report on Corporate
 Governance forming part of the Annual Report.
 
 LISTING WITH STOCK EXCHANGES
 
 The equity shares of the Company continue to remain listed with the
 Bombay Stock Exchange Limited (BSE) and
 
 the National Stock Exchange of India Limited (NSE). The listing fees
 payable to both the exchanges for the financial year 2011-2012 have
 been paid. The Global Depository Receipts issued by the Company
 continue to be listed on the Luxembourg Stock Exchange.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Managements Discussion and Analysis Report for the year under review,
 as stipulated under clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 CORPORATE GOVERNANCE REPORT
 
 Pursuant to clause 49 of the Listing Agreements with the Stock
 Exchanges, a detailed report on Corporate Governance is included in the
 Annual Report. A Practicing Company Secretarys Certificate certifying
 the Companys compliance with the requirements of Corporate Governance
 stipulated under clause 49 of the Listing Agreement is attached with
 the Corporate Governance Report.
 
 AUDITORS & AUDITORS REPORT
 
 M/s Deloitte Haskins & Sells, Chartered Accountants, (Regn. No. 11
 7366W) Auditors of the Company will retire at the conclusion of the
 ensuing Annual General Meeting and being eligible offer themselves for
 reappointment.  The Company has received a certificate from the
 Auditors to the effect that their re-appointment, if made, would be in
 accordance with Section 224(1 B) of the Companies Act, 1 956. The Board
 recommends their re-appointment.
 
 The Notes to the Accounts referred to in the Auditors Report are self
 - explanatory and therefore do not call for any further explanation.
 
 INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
 
 The information required to be disclosed under Section 217(1 )(e) of
 the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988 with
 respect to conservation of Energy, Technology Absorption and Foreign
 Exchange Earnings and Outgo, is given in the Annexure and forms a part
 of this Report.
 
 In terms of the provisions of Section 21 7 (2A) of the Companies Act, 1
 956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the Annexure to the Directors Report. However, having
 
 regard to the provisions of Section 219(1) (b) (iv) of the said Act,
 the Annual Report excluding the aforesaid information is being sent to
 all the Members of the Company and others entitled thereto. Any member
 who is interested in obtaining such particulars may write to the
 Company Secretary at the Registered Office of the Company.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 21 7 (2AA) of the Companies Act, 1956, your
 Directors confirm that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures from the same;
 
 2.  the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2011 and the profit of the Company for
 the year ended on that date;
 
 3.  the Directors have taken proper and sufficient care for maintaining
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 4.  the Directors have prepared the Annual Accounts of the Company on a
 going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to express their gratitude for the continuous
 assistance and support received from the investors, clients, bankers,
 regulatory and government authorities, during the year. Your Directors
 also wish to place on record their deep sense of appreciation for the
 contributions made and committed services rendered by the employees of
 the Company at various levels, to the growth & success of the Company.
 
 
 
                           For and on behalf of the Board of Directors
 
 Date : May 31, 2011                                    Sameer Gehlaut
 Place: New Delhi                                             Chairman