1 We have audited the attached Balance Sheet of Indiabulls Wholesale
 Services Limited (the.  Company) as at March 31, 2010 and the annexed
 Profit and Loss Account and the Cash Flow Statement for the year ended
 March 31, 2010. These financial statements are the responsibility of
 the Company''s management. Our responsibility is to express an opinion
 or these financial statements based on our audit,
 
 2. We conducted our audit in accordance with the auditing standards
 generally accepted in India Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement, An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3 As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report)(Amendment) Order,2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of The Companies Act, 1956'' of India (the ''Act''), we
 enclose in the Annexure, a statement on the matters specified in
 paragraph 4 and 5 of the said order
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (i) we have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 (ii) in our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (iii) the Balance Sheet, Profit and Loss Account and Cash Flow
 Statement, dealt with by this report are in agreement with the books of
 account;
 
 (iv) in our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statement, dealt with by this report comply with the
 Accounting Standards referred to in sub- section (3C) of Section 211 of
 the Act;
 
 (v) on the basis of written representations received from the
 directors, as at March 31, 2010 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2010 from being appointed as a director in terms of Section
 274 (1) (g) of the Act;
 
 (vi) in our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read with
 the notes thereon give the information required by the Act, in the
 manner so required and give a true and fair view in conformity with the
 accounting principles generally accepted in India;
 
 (a) in the case of Balance Sheet, of the state of affairs of the
 Company as at March 31,2010,
 
 (b) in the case of Profit and Loss Account, of the loss of the Company
 for the year ended on that date; and
 
 (c) in the case of Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure referred to in paragraph 3 of the Auditor''s Report of even
 date to the Members of Indiabulls Wholesale Services Limited on the
 financial statements for the year ended March 31 2010
 
 (i) In our opinion and according to the information and explanations
 given to us, the nature of the Company''s business/activities during the
 year is such that paragraphs 4(iii), 4(viii)!  4(x), 4(xii), 4(xiii),
 4(xiv), 4(xv), 4(xix) and 4(xx) of the Order are not applicable to the
 Company.
 
 (ii) (a) The Company has maintained proper records, showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which fixed assets are verified annually. In accordance
 with this programme, fixed assets were verified during the year and no
 discrepancies were noticed on such verification. In our opinion, the
 frequency of physical verification is reasonable having regard to the
 size of the Company and the nature of its assets,
 
 (c)The Company has not disposed off substantial part of any fixed
 assets during the year. Therefore the going concern assumption is not
 affected.
 
 (iii) (a) According to the information and explanations given to us,
 inventory has been physically verified by management during the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures for physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company is maintaining proper records of inventory and
 no discrepancies were noted on physical verification.
 
 (iv) In our opinion and according to the information and explanations
 given to us there are adequate internal control systems commensurate
 with the size of the Company and nature of its business with regard to
 purchase of inventories, fixed assets and sale of goods and services.
 We have not observed any major weakness in the internal control system
 during the course of the audit,
 
 (v) In our opinion and according to the information and explanations
 given to us, the Company has not entered into any contracts or
 arrangements referred to in Section 301 of the Companies Act, 1956, the
 particulars of which are required to be entered in this register
 required to be maintained under that section,
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of section 58A and section 58AA or any other
 relevant provisions of the Act and the Companies (Acceptance of
 Deposits) Rules, 1975 with regard to deposits accepted from the public.
 No order has been passed by the Company Law Board or National Company
 Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 (viii) (a) According to the information and explanations given to us
 and on the basis of our examination of the records of the Company,
 amounts deducted / accrued in the books of accounts in respect of
 Provident Fund. Investor Education and Protection Fund, Employees''
 State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax,
 Customs Duty, Excise Duty and any other material Statutory Dues have
 generally been regularly deposited during the year by the Company with
 the appropriate authorities, to the external applicable. There were no
 dues on account of Cess under Section 441A of the Companies Act, 1956
 since the aforesaid section has not yet been made effective by the
 Central Government. According to the information and explanations given
 to us, no undisputed amounts payable in respect of Provident Fund,
 Investor Education and Protection Fund, Employees'' State Insurance,
 Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
 Duty, and other material statutory dues were in arrears, as at March
 31, 2010 for a period of more than six months from the date they became
 payable,
 
 (b) According to the information and explanations given to us and,
 there are no dues of Income tax, Wealth tax, Sales tax, Customs duty
 and Excise duty which have not been deposited on account of any
 dispute.
 
 (ix) Based on our audit procedures and as per the information and
 explanations given by the management, the Company has not defaulted in
 repayment of dues to financial institutions or banks. There were no
 dues to debenture holders.
 
 (x) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, term loans
 availed by the Company were, prima facie, applies by the Company,
 during the year, for the purposes for which the loans were obtained.
 
 (xi) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have, prima facie, been used
 for long-term investment by the Company.
 
 (xii) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 the Companies Act, 1956
 
 (xiii) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
                                                  For Sharma Goel & Co.
                                                  Chartered Accountants
                                                  FRN000643N       
 
                                                  Amar Mittal     
 
                                                  Partner
 
                                                  Membership No. 017755
                                                  New Delhi
                                                  April 21, 2010