Your Directors are pleased to present the Seventh Annual Report of the Company along with the audited statement of accounts for
the financial year ended March 31, 2025.

FINANCIAL RESULTS (STANDALONE)

Key highlights of the financial results of the Company for the FY25 are as under:

During the financial year ended on March 31, 2025, the Company has incurred a loss of Rs. 90.14 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 2024-25.

TRANSFER TO RESERVES

During the financial year ended March 31, 2025, the Board has not proposed to transfer any amount to any reserve(s).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Riyaz Javed Khan (DIN: 09643848) was appointed as an Additional Director designated as Whole-time Director & Key Managerial
Personnel designated as Executive Director of the Company, for a period of 5 years w.e.f. July 25, 2025, liable to retire by rotation,
in place of Mr. Vijay Kumar Agrawal (DIN: 08329352) Whole-Time Director & Key Managerial Personnel designated as Executive
Director, who has resigned from the Board of the Company, with effect from July 25, 2025, due to personal reasons. The Board has
placed on record appreciation for his contributions during his tenure as Executive director on the Board.

In compliance with applicable provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, being Additional Director, Mr. Riyaz Javed Khan holds office up to the date of ensuing
Annual General Meeting of the Company. The Board has recommended the appointment of Mr. Riyaz Javed Khan as Whole-time
Director & Key Managerial Personnel designated as Executive Director of the Company, for a period of 5 years w.e.f. July 25, 2025,
liable to retire by rotation.

Further, in compliance with the applicable regulations, the Board has recommended the re-appointment of Ms. Sargam Kataria
(DIN: 07133394) Non-Executive Director, who retires by rotation at the ensuing Annual General Meeting of the Company and being
eligible, has offered herself for re-appointment as director.

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 Non - Executive Directors of the Company hold any of its
equity share.

The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas,
terms of appointment and names of companies in which they hold directorships and memberships/ chairmanships of Board
Committees, are provided in the Notice convening the Seventh Annual General Meeting of the Company.

SHARE CAPITAL

During the financial year 2024-25, 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 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 2025-26 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 identified
subsidiaries to have a simplified and streamlined holding structure with pooled resources, the Board of Directors of the Company,
had 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 Hon'ble National Company Law Tribunal, Chandigarh bench (NCLT). Post filing the
Scheme with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), the Company had received the Observation
Letters from BSE and NSE on March 1, 2024 and March 4, 2024, respectively. Hon'ble Competition Commission of India (CCI) had
approved the Scheme on December 19, 2023 and detailed Order of CCI has also been received.

First motion application of the Scheme was approved by Hon'ble NCLT, vide its order dated January 29, 2025. In compliance with
said Order of Hon'ble NCLT and in supervision of NCLT Nominated Chairperson, meeting of Equity Shareholders and Unsecured
Creditors of Indiabulls Enterprises Limited were convened on March 29, 2025 wherein the shareholders and unsecured creditors of
the Company have passed the resolutions with requisite majority approving the Scheme of Arrangement. In compliance with the
Regulatory provisions, a joint Second Motion Petition has been filed with the Hon'ble NCLT in April, 2025.

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

"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 vested into Indiabulls Pharmacare Limited (IPL), presently a wholly owned
subsidiary of the Company, which will become wholly owned subsidiary of Yaari. In consideration of merger of Real Estate
undertaking of ILHMPL into IPL "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 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

The re-appointment of M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration No. 005975N) as Statutory
Auditors of the Company was approved in the 6th Annual General Meeting of the Company held on September 26, 2024, to
hold office from the conclusion of 6th Annual General Meeting, until the conclusion of the 9th Annual General Meeting of the
Company, including the payment of remuneration of upto INR 50,00,000/- (Rupees Fifty Lacs only) plus applicable taxes and
reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company for
each financial year, during their tenure. In terms of applicable regulatory provisions, M/s Agarwal Prakash & Co., Chartered
Accountants (Firm Registration No. 005975N) have confirmed that they are eligible to hold the office of Statutory Auditors of
the Company.

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 2024-25. 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 2024-25, 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 Indiabulls Rural Finance Private Limited, material subsidiary company is annexed as
"Annexure 3".

Pursuant to and in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read
with SEBI Notification No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024 (SEBI Listing Regulations) and any other
applicable regulatory provisions, the Board, on the proposal of the Audit Committee, has recommended for the appointment
of M/s Sukesh & Co., Company Secretaries (Firm Registration No. S2014HR239100 and ICSI Peer Review Certificate No.
3473/2023) as the Secretarial Auditors of the Company for a period of 5 (Five) consecutive years, for financial year 2025-26 to
FY 2029-30 for undertaking secretarial audit and issuing the necessary Secretarial Audit Report and Annual Compliance Report
for each of the financial year, during the aforesaid tenure.

Consent and confirmation have been obtained from M/s Sukesh & Co., Company Secretaries, to the effect that their
appointment, if made, shall be in accordance with the conditions as prescribed in SEBI Listing Regulations. As required under
the SEBI Listing Regulations, M/s Sukesh & Co., Company Secretaries, has confirmed that they hold a valid certificate issued by
the Peer Review Board of ICSI.

(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 per the provisions of the Companies Act, 2013, read with the relevant rules and as part of its initiatives under Corporate Social
Responsibility (CSR), the Company has formulated a CSR Policy (which is available on your Company's website at web-link: https://
www.indiabullsenterprises.com/files/1676284618.pdf). 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 2024-25. An Annual
Report on CSR, containing relevant details, is annexed as Annexure - 4, 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility and Sustainability Report (BRSR) for FY 2024¬
25 is not applicable to the Company as the Company is not included in the list of Top 1000 listed Companies based on Market
Capitalisation.

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, 2025, 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, 2025 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 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.

For Indiabulls Enterprises Limited

Sd/- Sd/-

Riyaz Javed Khan Sargam Kataria

Place: Gurugram Whole-Time Director Non-Executive Director

Date: July 25, 2025 (DIN: 09643848) (DIN: 07133394)