The Directors have pleasure in presenting to you their fifth Annual
 Report and the Audited accounts of the Company for year ended March 31,
 2012.
 
 FINANCIAL RESULTS
 
                                                       (Amount in Rs.)
 
                                            For the year  For the year 
                                            ended         ended 
                                            March 31, 
                                            2012          March 31, 2011
 
 Profit before Tax                           595,567,277    117,166,360
 and Depreciation
 
 Less:                                        11,262,942      8,593,697
 Depreciation
 
 Profit before Tax                           584,304,335    108,572,663
 
 Less: Tax                                    60,079,514     11,930,356
 Expense (post adjustments)
 
 Profit after tax                            524,224,821     96,642,307
 
 Add: balance                              1,679,016,891  1,582,374,584
 brought forward
 
 Amount                                      390,458,419  1,679,016,891
 transferred to Reserves and Surplus
 
 OPERATIONS REVIEW
 
 Your company closed the fiscal 2011 -2012 on a sound note with revenues
 registering an increase of 143% over those for the previous fiscal and
 the post tax profits registering a quantum jump of 442% over the post
 tax profits for the fiscal 2010-2011. What is particularly heartening
 to note is that this financial growth has been achieved at a stage when
 the Company is yet to commence its core business activity of generating
 transmitting and distributing power.
 
 PROJECTS UNDER CONSTRUCTION
 
 Your Company is currently executing two coal based thermal power
 projects with an aggregate capacity of 5400 MW in the State of
 Maharashtra viz. 2700 MW project in Nandgaonpeth of Amravati district
 and another 2700 MW in Sinnar of Nashik district. Both Amravati and
 Nashik
 
 Thermal Power Projects are being constructed in two phases each of 1350
 MW.
 
 During the current financial year, your company has met all
 construction targets set for the year. The speed and efficiency of
 execution for our projects along with our commitment of delivering
 higher return to our shareholders has remained a key priority. Both
 Amravati and Nashik Thermal Power Projects are at an advanced stage and
 are expected to go on stream during 2012-13.
 
 Amravati Thermal Power Project (1350 MW Phase I):
 
 The estimated cost of the Project is Rs. 6,888 Crores, being funded with
 Debt: Equity ratio of 75:25. The financial closure has been achieved
 with consortium of leading Financial Institutions & Commercial Banks
 with Power Finance Corporation Limited in the lead.
 
 During the year, Boiler & ESP foundations for Unit 1 to 5 were
 completed and erection work is in full swing. More than 20,000 MT
 Boiler & 11,150 MT ESP materials have been erected. The milestone
 activities of Boiler Drum lifting of Unit 1 to 5 and Hydraulic test of
 Unit 1 & 2 have been completed. On TG front, TG Decks for all the 5
 Units have been completed and erection of Turbine Generator &
 Auxiliaries progressed as per schedule.
 
 As regards Balance of Plant, the civil works of Twin Flue Chimney 1 and
 Triple Flue Chimney 2 have been completed and flue-can erection is in
 progress. The Induced Draft Cooling Towers (IDCT), CW System, Cross
 Country Pipeline, Water Treatment Plant, Coal Handling Plant, Ash
 Handling Plant, Compressed Air System, Heating, Ventilation & Air
 Conditioning (HVAC) System, Fuel Oil System, Railway Siding works, 400
 KV Switchyard, 400 KV Amravati - Akola Transmission line, Generator
 Transformers (GTs), Station Transformers(STs) and Unit
 AuxTransformers(UATs) are also progressing satisfactorily.
 
 Amravati Thermal Power Project (1350 MW Phase II):
 
 Project capacity is being expanded by additional 1350 MW in Phase II
 (Unit 6 to 10) within the existing 1,350 Acre land at an estimated cost
 of Rs.6,646 Crores which is being funded with Debt to Equity ratio of
 75:25. The financial closure has been achieved with IDBI Bank Limited
 as Facility Agent/ Underwriter.
 
 M/s Tata Consulting Engineers (TCE), Bangalore and
 
 M/s TPSC (I) Pvt. Limited, Hyderabad are the Owner''s Consultants. The
 Statutory & Non Statutory Clearances / Approvals including
 Environmental Clearance and Coal linkage are available. The Unit
 configuration of 5x270 MW has been retained and BTG has been ordered on
 Bharat Heavy Electrical Limited (BHEL) and Balance of Plant is being
 sourced from other reputed vendors.
 
 The BTG foundation work and Balance of Plant civil works for Cooling
 Towers, Chimneys & Coal Handling area are in progress. The Boiler
 erection work has been taken up in Unit 6 & 7 and 1,500 MT has been
 erected.
 
 NashikThermal Power Project (1350 MW Phase I):
 
 1350 MW Nashik Thermal Power Project is being implemented by Indiabulls
 Realtech Limited (wholly owned subsidiary of your Company). The Project
 is estimated to cost Rs. 6,789 Crores with Debt: Equity ratio of 75:25
 and financial closure has been achieved with Power Finance Corporation
 Limited as Lead Lender.
 
 BTG Package of 5x270 MW has been sourced from M/s BHEL and Balance of
 Plant packages have been awarded to reputed vendors viz. Shapoorji
 Pallonji, Gannon Dunkerly, L&T, Gammon, Paharpur, Doshion, Voltas,
 Areva and Siemens etc.
 
 The Boiler and ESP foundations have been completed and approx. 16,170
 MT Boiler & 7,540 MT ESP material has been erected. The Boiler Drums of
 all 5 Units have been lifted and Hydraulic test of Unit 1 has also been
 completed. TG- Decks have already been cast for Unit 1 to 4 and Turbine
 Generator erection is in progress.
 
 The Civil works of Chimney 1 and 2 have been completed and erection of
 Flue-Can is in progress. The construction of Induced Draft Cooling
 Towers (IDCT), Coal Handling Plant, Ash Handling Plant, CW System,
 Cross Country Pipeline, Water Treatment Plant, Compressed Air System,
 HVDC System, Fire Fighting System, Fuel Oil System, 400 kV GIS
 Switchyard etc. are in progress. The work of 400 KV Transmission line
 is nearing completion and erection of PowerTransformers viz. GTs, STs
 and UATs is in progress.
 
 NashikThermal Power Project (1350 MW Phase II):
 
 Your Company is expanding the Project capacity by adding another 1350
 MW in Phase II at an estimated cost ofRs. 6,515 Crores with Debt: Equity
 of 75:25. The financial closure has been achieved with ICICI Bank
 Limited as Facility Agent/ Underwriter.
 
 M/s Tata Consulting Engineers (TCE), Bangalore and M/s TPSC (I) Pvt.
 Limited, Hyderabad are the Owner''s Consultants. The requisite Statutory
 & Non Statutory Clearances & Approvals including Environmental
 Clearance and Coal linkage are in place. Water Agreement for 90 MLD for
 Phase II has been signed with Irrigation Department of Government of
 Maharashtra.
 
 The Main Plant Equipment i.e. 5x270 MW BTG has been ordered on Bharat
 Heavy Electrical Limited (BHEL) and the Balance of Plant is being
 sourced from reputed vendors.  The constr uction works are in progress
 and 1,200 MT Boiler material has been erected. The work is also
 progressing in Balance of Plant areas viz. Chimneys, Cooling Towers &
 Coal Handling Plant etc.
 
 UTILISATION OF PROCEEDS OF THE INITIAL PUBLIC OFFERING (IPO)
 
 A detail of the utilization during the financial year 2011-2012, of the
 proceeds raised from the IPO made during the month of October 2009, is
 depicted in the table given below:
 
 Particulars                                               Rs.in Crores
 
 Amount received from IPO                                       1623.84
 
 Utilisation of funds upto 
 March 31,2012                    Planned 
                                  as per     Utilised till   Unutilized
                                  prospectus 31.03.2012      Balance
 
 Funding to part finance the 
 construction and                    775.00       775.00           Nil
 development of the Amravati 
 Power Project - Phase I
 
 Funding equity contribution 
 in the Company''s wholly             660.00       660.00           Nil
 owned subsidiary, Indiabulls 
 Realtech Limited, to part 
 finance the construction and 
 development of the Nashik Power 
 Project
 
 General Corporate purposes          152.49*      152.49           Nil
 
 Share Issue Expenses                 36.35*       36.35           Nil
 
 Total                              1623.84      1623.84           Nil
 
 *An amount of Rs.4.64 crores was re-allocated from share issue expenses
 to General Corporate purposes as no further share issue expenses were
 to be incurred.
 
 DIRECTORS
 
 In accordance with the provisions of Sections 255 and 256 of the
 Companies Act, 1956 read with the Articles of Association of the
 Company, Brigadier Labh Singh Sitara (DIN:01352748) retires by rotation
 at the ensuing Annual General Meeting of the Company and being
 eligible, offers himself for re-appointment.
 
 Brief resumeofBrigadierLabh Singh Sitara (DIN:01352748), nature of his
 expertise in specific functional areas and information as to the other
 companies in which he holds directorships or on the board committees of
 which he is a member, has been provided in the Report on Corporate
 Governance, which forms a part of the Annual Report.
 
 DIVIDEND
 
 In keeping with the earlier policy of building up a healthy reserve
 base for the Company so as to stand the Company in good stead and serve
 as a source of finance for effectuation of its future business plans,
 your directors have considered it financially prudent to plough back
 the profits of the Company into its business and hence no dividend has
 been declared for the fiscal 2011 -2012.
 
 It is strongly felt that the retention of profits within the business
 at this stage, would in future reduce the dependence of the Company
 external sources of finance, which carry a huge cost. This will
 eventually lead to improved business valuations which in turn will
 culminate into healthy returns for the shareholders.
 
 IMPORTANT DEVELOPMENTS DURING THE YEAR
 
 As you are aware, your Company was a part of two Schemes of Arrangement
 as under, in terms of Sections 391-394 of the Companies Act, 1956:
 
 (i) Scheme of Arrangement by and among the Company, Indiabulls Real
 Estate Limited, Indiabulls Infrastructure and Power Limited, Indiabulls
 Builders Limited, Poena Power Supply Limited and their respective
 shareholders and creditors (Scheme I).
 
 (ii) Scheme of Arrangement among the Company, Indiabulls Infrastructure
 Development Limited (IIDL) an erstwhile subsidiary of Indiabulls Real
 Estate Limited, engaged inter-alia in the business of construction and
 development of infrastructure projects, and their respective
 shareholders and creditors (Scheme II).
 
 The Scheme I got effectuated during the year under review inter-alia
 bringing about (a) the demerger of the Power business from Indiabulls
 Real Estate Limited and transferring and vesting of the same in
 Indiabulls Infrastructure and Power Limited (IIPL) which had the effect
 of making IIPL the Promoter Group/ Holding company of the Company and
 (b) the merger of Poena Power Supply Limited (PPSL), a wholly owned
 subsidiary of the Company into the Company as a going concern.
 
 Upon the effectuation of the Scheme I, an aggregate of 202,500,000
 Equity shares of face value Rs. 10 each in the Company were issued in
 favour IPL-PPSL Scheme Trust which was holding the share capital of
 PPSL as on the date of effectiveness of the Scheme, resulting in an
 increase in the paid up capital of the Company as it stood at such
 point of time, from Rs.20,230,417,460/-divided into 2,023,041,746 Equity
 shares of face valueRs. 10/- each to Rs.22,255,417,460/- divided into
 2,225,541,746 Equity shares of face value Rs.  10/- each. IPL-PPSL Scheme
 Trust holds these shares for the sole benefit of Indiabulls Power
 Limited.
 
 The Scheme II after having received the approval of NSE and BSE and the
 approval of the shareholders and creditors of the Company during the
 fiscal 2010-2011, was sanctioned by the Hon''ble High Court of Delhi
 vide its order dated May 24, 2012 and the same came into effect on June
 2, 2012, bringing about the merger of IIDL with the Company as a going
 concern.
 
 Pursuant to and in terms of such Scheme an aggregate of 415,407,007
 Equity shares of face value Rs. 10 each were issued in the Company in
 favour the entities who were holding shares in IIDL as on the date of
 effectiveness of said Scheme, thereby increasing the paid up share
 capital of the Company as it stood at such point of time from Rs.
 22,273,229,460/- divided into 2,227,322,946 Equity shares of face value
 Rs. 10/- each (i.e. the Pre Scheme paid up capital) to Rs. 26,427,299,530/-
 divided into 2,642,729,953 Equity shares of face value Rs. 10/- each.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any deposits from the public during the
 year under review.
 
 EMPLOYEE STOCK OPTIONS
 
 Your Company has always looked upon its employees as a component,
 critically important for the effectuation of its plans culminating in
 its overall growth and development and therefore believes in the
 philosophy of sharing the benefits of growth of the Company with them.
 
 One of the ways devised by the Company to achieve this objective is the
 grant of stock options through the launching of various stock option
 schemes, which the Company believes, enable it to effectively
 reciprocate the hard work and efforts put in by the employees, besides
 serving as an excellent motivational tool so important to retain
 quality talent in the Company.
 
 At present there are three employee stock option schemes in force in
 the Company namely, SPCL-IPSL Employee Stock Option Plan - 2008,
 Indiabulls Power Limited. Employees Stock Option Scheme -2009 and
 Indiabulls Power Limited.  Employees Stock Option Scheme -2011 together
 covering 90 million stock options convertible into an equivalent number
 of equity shares of face value Rs. 10/- each in the Company.
 
 The disclosures as required in terms of Clause 12.1 of the Securities
 and Exchange Board of India (Employee Stock Option Scheme and Stock
 Purchase Scheme) Guidelines, 1999 to be made in the Directors Report,
 in respect of the stock option schemes in force in the Company, are set
 out in an Annexure to this report.
 
 SUBSIDIARIES
 
 In accordance with the general circular no. 2/2011 dated February 8,
 2011 issued by the Ministry of Corporate Affairs, Government of India,
 the Balance Sheet, Statement of Profit and Loss and other documents of
 the subsidiary companies are not being attached with the Balance Sheet
 of the Company. However, the financials of the subsidiary companies are
 disclosed in the Annual Report in compliance with the said circular.
 The Company will make available the Annual Accounts of the subsidiary
 companies and the related detailed information to any member of the
 Company/ subsidiaries who may be interested in obtaining the same. The
 annual accounts of the subsidiary companies will also be kept open for
 inspection at the Registered Office of the Company and that of the
 respective subsidiary companies. The Consolidated Financial Statements
 presented by the Company include the financial results of its
 subsidiary companies.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 CORPORATE GOVERNANCE REPORT
 
 Pursuant to clause 49 of the Listing Agreements with the Stock
 Exchanges, a detailed report on Corporate Governance is included in the
 Annual Report. A Practicing Company Secretary''s Certificate certifying
 the Company''s compliance with the requirements of Corporate Governance
 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 (Registration
 No.117365W), Auditors of the Company, will retire at the conclusion of
 the ensuing Annual General Meeting and being eligible, offer themselves
 for reappointment. The Company has received a certificate from the
 Auditors to the effect that their reappointment, if made would be in
 accordance with Section 224(1 B) of the Companies Act, 1956. The Board
 recommends their re-appointment.
 
 There being no reservation, qualification or adverse remark in the
 Auditors'' Report, no explanation on part of the Board of Directors is
 called for.
 
 LISTING WITH STOCK EXCHANGES
 
 The shares of the Company continue to be listed on NSE and BSE.
 
 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 an Annexure to and forms a
 part of this Report.
 
 In terms of the provisions of Section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees who are in
 receipt of the remuneration equal to or in excess of the limits
 specified under the said section, are required to be set out in the
 Annexure to the Directors'' Report. Fiowever, as per 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 217 (2AA) of the Companies Act, 1956 your
 Directors confirm that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 departures from the same;
 
 2.  the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2012 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.
 
 ACKNOWLEDMENT
 
 Your Directors wish to express their gratitude for the continued
 assistance and support received from the investors, bankers, financial
 institutions and government authorities during the year. Your Directors
 also wish to place on record their deepest sense of appreciation for
 the efforts put in by the employees to place the Company on a path of
 growth and progress.
 
                            For and on behalf of the Board of Directors
 
 Place: New Delhi                                        Sameer Gehlaut
 
 Date: August 30, 2012                                         Chairman