Dear Members,
 
 The Directors have pleasure in presenting the Sixteenth Annual Report
 and the audited accounts of the Company for the year ended March
 31,2011.
 
 FINANCIAL RESULTS
 
 The highlights of the financial results for the year ended March 31,
 2011 are as under:
 
                                           Year ended      Year ended
 
                                        March 31,2011  March 31, 2010
 
                                      (Amount in Rs.) (Amount in Rs.)
 
 Profit before Tax and Depreciation      731,434,968   1,151,597,171
 
 Less: Depreciation                      179,212,731     212,153,895
 
 Profit before Tax                       552,222,237     939,443,276
 
 Less: Provision for Taxation & prior 
 period tax adjustments                  178,494,657     327,268,409
 
 Profit after Tax and prior period 
 Tax adjustment                          373,727,580     612,174,867
 
 Add: balance of profit brought 
 forward                               1,318,093,629   1,594,074,288
 
 Amount available for appropriation    1,691,821,209   2,206,249,155
 
 Appropriations
 
 Interim Dividend on Preference 
 Shares paid                                       -       1,548,328
 
 Final Dividend on Equity Shares                   -     459,881,296
 
 Interim Dividend on Equity Shares paid  231,084,236               -
 
 Corporate Dividend Tax on 
 Preference Dividend paid                          -         263,139
 
 Corporate Dividend Tax on Final 
 Dividend on Equity Shares                         -      76,380,535
 
 Corporate Dividend Tax on Interim 
 Dividend on Equity Shares                38,380,203               -
 
 Transfer to Capital Redemption Reserve:
 
 -On buy back of Equity Shares                     -      46,972,682
 
 - On redemption of Preference Shares              -      45,946,335
 
 Adjusted against premium paid on buy back         -     195,880,224
 
 Transfer to General Reserves             37,400,000      61,300,000
 
 Final Dividend for previous year on 
 Equity Shares written back on                     -         (14,542)
 
 shares bought back
 
 Corporate Dividend Tax on Final 
 Dividend For previous year on Equity              -          (2,471)
 
 Shares written back on shares bought back
 Balance of profit carried forward to 
 Balance Sheet                         1,384,956,770   1,318,093,629
 
 OPERATIONS REVIEW
 
 The Company is a corporate member of the capital market, wholesale debt
 market and derivative segment of the National Stock Exchange of India
 Limited (NSE) and a corporate member of the capital market and
 derivative segment of the Bombay Stock Exchange Limited (BSE).  The
 Company is in the business of stock and share broking, commodities
 trading, distribution of Mutual Funds and other investments and tax
 planning products, it also provides depositary services, equity
 research services and IPO distribution to its clients.
 
 The Total Income of the Company during the year stood at Rs. 337.58
 crores with a net profit after tax of Rs. 37.37 crores.  The
 consolidated revenues of the Company for the year ended March 31,2011
 stood at Rs. 368.44 crores and the consolidated profit after tax stood
 at Rs. 37.88 crores respectively.
 
 FUTURE BUSINESS OUTLOOK
 
 A healthy real GDP growth estimate, positive demography, economic
 growth and earnings momentum, augurs well for the Indian Capital
 Market. However the dynamic shift of volumes from cash to derivative
 poses a challenge of maintaining margins. The tightening interest rate
 cycle and inflationary pressures also add to the near term
 challenges. The scalability of the Company''s technological platform will
 however help consolidate our position further in the market.
 
 DIVIDEND
 
 The interim dividend of Re. 1/- per equity share (50% of the face value
 of Rs. II- per equity share) amounting to Rs. 23.11 crores (excluding
 corporate dividend tax) was declared by the Board of Directors of the
 Company in its meeting held on October 18, 2010 and paid for the
 financial year 2010-2011.
 
 EMPLOYEE STOCK OPTIONS
 
 With a view to reward performance and to retain talented employees of
 the Company and its subsidiaries, the Company has established two
 employee stock option schemes titled ''Indiabulls Securities Limited
 Employees Stock Option Scheme - 2008'' and ''Indiabulls Securities
 Limited Employees Stock Option Scheme - 2009'', covering 40 million
 stock options, convertible into equal number of Equity Shares of face
 value Rs. 21- each.
 
 The disclosures as required under Clause 12.1 of the Securities and
 Exchange Board of India (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid
 schemes of the Company are set out in the Annexure to this Report.
 
 CHANGE IN SHARE CAPITAL
 
 During the year under review, the Company has aUotted an aggregate of
 1,171,863 equity shares of face value Rs. 21- each to certain eligible
 employees under the employee stock option scheme of the Company.
 Consequent to the said allotment the paid up equity share capital of
 the Company stood increased from Rs. 459,881,296/- divided into
 229,940,648 equity shares of face value Rs. 21- each to Rs.
 462,225,022/- divided into 231,112,511 equity shares of face value Rs.
 21- each.
 
 DIRECTORS
 
 In accordance with the provisions of Section 255 and 256 of the
 Companies Act, 1956 and Articles of Association of the Company Mr.
 Ashok Sharma (DIIM:00010912) and Mr. Aishwarya Katoch (DIN:00557488)
 retire by rotation at the ensuing Annual General Meeting of the Company
 and being eligible offer themselves for reappointment.
 
 Brief resume of the Directors proposed to be reappointed, 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.
 
 Mr. Rajiv Rattan and Mr. Saurabh K. Mittal have ceased to be directors
 of the Company effective October 16, 2010.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposits from the public during the
 year under review.
 
 SUBSIDIARIES
 
 The statement pursuant to Section 212(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 No. 5/12/2007-CL-lll 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 of the Company in its meeting held on April 25, 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 have not 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.
 
 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 of the Company continue to be listed on the Luxembourg Stock
 Exchange.
 
 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 Agreement 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
 in relation to Clause 49 of the Listing Agreement is attached with the
 Corporate Governance Report.
 
 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 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.
 
 AUDITORS & AUDITORS'' REPORT
 
 M/s Deloitte Haskins & Sells, Chartered Accountants (Regn. No.
 117366W), 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.
 
 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 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 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.
 
 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.
 
                          For and on behalf of the Board of Directors
           
                                          Sd/-                      Sd/-
 
                               Divyesh B. Shah              Ashok Sharma
 
                           Whole-time Director       Whole-time Director
 
 Place: New Delhi
 
 Date: September 5, 2011