GENESS

n middle of 1999, when e-commerce was just about starting in ndia, Sameer Gehlaut and his
close T Delhi friend Rajiv Rattan got together and bought a defunct securities company with a
NSE membership and started offering brokerage services . A Few months later, their friend
Saurabh Mittal also joined them. By December 1999, the company embarked on its journey to
build one of the first online platforms in ndia for offering internet brokerage services. n January
2000, the 3 founders incorporated ndiabulls Financial Services and made it as the flagship
company.
n mid 2000, ndiabulls Financial Services received venture capital funding from Mr L.N. Mittal &
Mr Harish Fabiani. n late 2000, ndiabulls Securities, a subsidiary of ndiabulls Financial
Services started offering online brokerage services and simultaneously opened physical offices
across ndia. By 2003, ndiabulls securities had established a strong pan ndia presence and
client base through its offices and on the internet.
n September 2004, ndiabulls Financial Services went public with an PO at Rs 19 a share.
n late 2004, ndiabulls Financial Services started its financing business with consumer loans.
n March 2005, ndiabulls Properties Private Ltd, a subsidiary of ndiabulls Financial Services,
participated in government auction of Jupiter Mills, a defunct 11 acre textile mill owned by NTC
in Lower Parel, Mumbai. ndiabulls Properties private Ltd won the mill in auction and that
purchase started ndiabulls real estate business. A few months later, ndiabulls Real Estate
company pvt ltd bought Elphinstone mill in Lower Parel, another textile mill auctioned by NTC.
With real estate business gaining size, ndiabulls Financial Services demerged the real estate
business under ndiabulls Real Estate and each shareholder of ndiabulls Financial Services
received additional share of ndiabulls Real Estate through the demerger. Subsequently,
ndiabulls Financial Services also demerged ndiabulls Securities and each shareholder of
ndiabulls Financial Services also received a share of ndiabulls Securities.
n year 2007, ndiabulls Real Estate incorporated a 100% subsidiary, ndiabulls Power, to build
power plants and started work on building Nashik & Amrawati thermal power plants. ndiabulls
Power went public inSeptember 2009.
Today, ndiabulls Group has a networth of Rs 16,796 Crore & has a strong presence in
important sectors like financial services, power & real estate through independently listed
companies and ndiabulls Group continues its journey of building businesses with strong cash
flows.


CHARMAN'S DESK


SameerGehIaut

Chairman, ndiabulls Group

Sameer Gehlaut has been the chairman of ndiabulls Group since inception. He is also the
chairman of major ndiabulls companies: ndiabulls Power, ndiabulls Financial Services &
ndiabulls Real Estate. Under his leadership, ndiabulls Group has grown in scale and size to a
business house with strong businesses in various sectors.
Mr Gehlaut started ndiabulls Group after working briefly with Halliburton before returning to
ndia. Mr Gehlaut received a B.Tech degree in Mechanical Engineering from ndian nstitute of
Technology, Delhi.
MANAGEMENT TEAM

IndiabuIIs Group
O Mr Rajiv Rattan - Vice Chairman
O Mr Saurabh Mittal - Vice Chairman
O Mr Gagan Banga - Group Spokesperson
O Mr Ashok Kacker - Group President
O Mr Saket Bahuguna - Group CLO
O Mr Ashok Sharma - Group CFO
O Mr Ajit Mittal - Group Director
O Mr Gurbans Singh - Group Director
O Mr Tejinderpal Singh Miglani - Group CO
O
IndiabuIIs FinanciaI Services Limited
O Mr Gagan Banga - CEO
O Mr Ashwini Kumar Hooda DMD
O
IndiabuIIs ReaI Estate Limited
O Mr Vipul Bansal - CEO
O Mr Narendra Gehlaut - Joint MD
O Mr O P Agrawal- COO
O
IndiabuIIs Power Limited
O Mr Ranjit Gupta - CEO
O Mr Mehul Johnson President

IndiabuIIs Securities Limited
O Mr Divyesh Shah CEO

O INDIABULLS SUPPORTS MONEYLIFE FOUNDATION IN EMPOWERING
INVESTORS


O "Moneylife Foundation in collaboration with ndiabulls, recently organized an 'nvestor,
Empower Yourself' seminar, which was held at the lush Town & Country Club at New
Gurgaon, in the National Capital Region (NCR), on Saturday, 7th May 2011. This was
the first occasion for Moneylife Foundation to venture into other territories outside
Maharashtra. ndiabulls played a major role in helping this event happen successfully.

O The event witnessed over 300 attendees not only from Gurgaon but also from other
parts of National Capital Region (NCR), Delhi, Allahabad, Ludhiana, Chandigarh & other
cities from northern region of ndia. The venue was fully packed with eager & curious
investors. "Moneylife Foundation expressed its gratitude towards helpful team of
ndiabulls led by Mr. Gagan Banga, CEO - ndiabulls Financial Services Ltd, for making
this event such a huge success.
O The event started with introductory remarks & guidance by Mr. Gagan Banga, CEO -
ndiabulls Financial Services Ltd. Mr. Veeresh Malik, Consulting Editor, Moneylife, Delhi
gave a brief introduction about Moneylife Foundation.Then audience was guided by
Sucheta Dalal, Trustee - Moneylife Foundation and Managing Editor- Moneylife, on How
to be Safe with your money & Debashis Basu, Trustee - Moneylife Foundation and
Editor- Moneylife about How to be smart with your investments. Mr. Sachin
Choudhary, Director & Business Head - ndiabulls Housing Finance Ltd, talked
about Do's and Don'ts of Housing Mortgages. Ms. Sucheta Dalal also explained the
importance & procedure of Wills & Nominations.

O This event helped people in understanding how to become an aware and empowered
investor. The attendees included both finically literate & new investors. They posted
number of intelligent questions which were adequately answered by all the speakers.
Empowering today's investors by creating awareness and guiding them in taking wise
decisions when it comes to money or investments was the main objective of 'nvestor,
Empower Yourself' seminar. During the Panel Discussion with the panel members
Sucheta Dalal, Debashis Basu & Sachin Choudhary, quite a few interesting &
informative issues regarding nvestments were discussed. Mr. Monu Ratra, National
Sales Manager - ndiabulls housing Finance Ltd gave Vote of Thanks.

O This event received many request and suggestions from audience about continuing with
such events all over ndia so that citizens of ndia will be more empowered investors &
ultimately nation will benefit from it. There were some requests from audience to telecast
further events live on television & internet so that those who are unable to attend the
event will also get the guidance. The knowledge shared about the investments during
the event was well appreciated by all.

O Moneylife Foundation has been instrumental in promoting financial literacy & pro-
customer advocacy in ndia. Moneylife Foundation has been organizing such events at
the Moneylife Knowledge Centre in Mumbai, and also in various cities across
Maharashtra. The Foundation has completed 15 months of spreading financial literacy &
has hosted around 49 speakers and 61 events. Currently, more than 5,000 people are
members of the Foundation.

O After the seminar, ndiabulls received feedbacks from some attendees congratulating
ndiabulls' team about the success of seminar. Many of the attendees mentioned that
they are looking forward to such seminars in future.

O ndiabulls has been participating in such Corporate Social Activities with many other
socially aware groups and trusts & ndiabulls is committed to continue in doing so in
future.

IndiabuIIs FinanciaI Services announces H1 FY 11 - 12 profit up at 453 crore
IndiabuIIs FinanciaI Services Q2' FY 11-12 profit up 33%
Announces Interim Dividend of 300%
Mumbai, October 21, 2011: ndiabulls Financial Services (BFSL), one of ndia's leading private
sector non-banking financial services company, today announced the unaudited results for the
quarter ended September 30, 2011.
The Consolidated Total Revenues stood at Rs 912.7 crores in Q2 FY 2011-2012, up by 57%
from Rs 581.4 crore in quarter ended on September 30, 2010 while the Profit After Tax (PAT) is
at Rs.231.38 Crores, up by 33% from Rs 174.46 crore in the same period last year. The board
of directors recommended interim dividend of 300% at Rs. 6/- per share of face value of Rs 2/-.
Commenting on the resuIts and financiaI performance, Mr Gagan Banga, CEO, IndiabuIIs
FinanciaI Services said, "ndiabulls Financial Services has witnessed steady asset growth
backed by disbursals of long-duration mortgage loans, especially Home Loans to the salaried
segment. AUM has grown at a quarterly average Rs. 2,000 Cr over the last 8 quarters.
ndiabulls continues to make steady progress on the liabilities front as well and for the first time,
issued 10 year NCD bonds. The contribution of short-term money is at 13%, and continues to
be below the target limit of 15%. The company continues to be very strongly capitalized; with a
net gearing of 3.55, it is one of the best capitalized companies amongst its HFC & NBFC peers.
Assets under Management is at Rs. 23,792 Cr as on Sep 30, 2011. This is a 56.6% Y-o-Y
growth. Further, the mortgage loans backed growth has led to a sharp decrease in incremental
delinquencies leading to an eighth continuous quarter of fall in gross and net NPA levels.
The contribution of long-term, low-risk mortgage loans remains steady at 71% of the total
assets. Home loans, which form the majority of incremental disbursals, are disbursed at an
average ticket size of Rs. 23 lacs; average LTV of 64% at origination, for an average term of
about 13 years. The company continues to witness improving operational efficiency, with the
cost to income ratio further declining to below 19%.
Amongst its lenders, the company now counts 60 strong relationships: 22 PSU banks, 14
Private and Foreign banks and 24 other Mutual Funds, Provident Funds, Pension Funds and
nsurance Companies.
4 Net profit of Rs. 231.38 Cr in Q2 FY12; Y-o-Y growth of 32.6%
4 Net profit of Rs. 453.36 Cr in H1 FY12; Y-o-Y growth of 47.0%
4 nterim dividend of 300% at Rs. 6/- per share of face value of Rs 2/-
4 Average quarterly growth in AUM of about Rs. 2,000 Cr for the last 8 quarters - AUM at Rs.
23,792 Cr; Y-o-Y growth of 56.6%
4 Gross NPA at 0.9% and Net NPA at 0.32% - 8 quarters of continuous reduction in Gross and
Net NPA numbers
4 Continuously improving operational efficiency, with cost-to-income slipping below 19%
4 Return on Equity (RoE) based on H1 results is 19.6% (annualised)

Quarter Y-O-Y Q2 FY 11-
12
Q2 FY 10-11 Y-o-Y Growth
Total Revenues (Rs. Cr.) 912.70 581.44 56.9%
N (Rs. Cr.) 441.03 379.10 16.3%
PBT (Rs. Cr.) 311.24 251.01 24.0%
PAT (Rs. Cr.) 231.38 174.46 32.6%
EPS (Rs.) 7.35 5.57 31.9%

HaIf Yr Y-o-Y H1 FY 11-12 H1 FY 10-11 Y-o-Y Growth
Total Revenues (Rs. Cr.) 1,752.87 1,052.53 66.5%
N (Rs. Cr.) 870.57 693.96 25.4%
PBT (Rs. Cr.) 611.91 450.81 35.7%
PAT (Rs. Cr.) 453.36 308.04 47.0%
EPS (Rs.) 14.40 9.81 46.8%

CONCLUSONS:

REVEW OF OPERATONS

- 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-ncome 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 SERVCE FOCUS

Awards and Accolades

The Company has won the MCH award for Excellence in Customer
nformation & 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.

MPROVNG LABLTY PROFLE

- 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%.

DVERSFED BORROWNG 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 nsurance 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.

MPROVNG COST-NCOME RATO

- Continuing improvement in cost-income ratio due to increasing
efficiency in operations and build-up of long-term assets

STABLE ASSET QUALTY

- n 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.

- n Q3 and Q4 of FY 201 0-11, the Company has created Rs. 39.74 Cr of
Standard Asset provisions as prescribed by RB 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 SOCAL RESPONSBLTY NTATVES

- ndiabulls 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 ndiabulls Foundation. n FY
2010-11, the Company has contributed Rs. 8.8 Cr to ndiabulls
Foundation.

- Other CSR nitiatives: the Company has partnered with Novartis to
launch a Drug Access Programme for Cancer Patients. ndiabulls lends
its expertise by assessing the financial status of the patients to
approve access to Free Drugs under the programme.

DVDEND

n 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. 2- 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
(ndia) Limited, as on the said date. nterim 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 OPTONS

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) BFSL-CSL Employees Stock Option Plan -2006 (ii)
BFSL-CSL 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 SEB (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 BFSL 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. 2- each to Rs.
622,216,376/- divided into 311,1 08,1 88 Equity shares of face value
Rs. 2/- each.

SGNFCANT DEVELOPMENT DURNG THE YEAR

ssuance of Warrants convertible into Equity Shares of the Company

During the year under review, 27,500,000 warrants were issued, to the
Qualified nstitutional Buyers under Qualified nstitutions 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 ssue 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 ndia 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).

CRSL 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).

CRA, an Associate of Moodys nvestors 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 ndiabulls Mutual Fund

Securities and Exchange Board of ndia (SEB) has granted its
Certificate of Registration on March 24, 2011 to ndiabulls Mutual
Fund, sponsored by the Company. SEB has also granted its approval to
ndiabulls Asset Management Company Limited, a 100% subsidiary of the
Company to act as Asset Management Company to ndiabulls Mutual
Fund.

PUBLC DEPOSTS

The Company has not accepted any deposits from the public during the
year under review.

SUBSDARES

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.

n 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 nstitute of Chartered Accountants of ndia, Consolidated
Financial Statements presented by the Company includes financial
information of its subsidiaries.

DRECTORS

n 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 (DN: 01175382) and
Mr. Shamsher Singh Ahlawat, (DN: 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 ndia, are provided in the Report on Corporate
Governance forming part of the Annual Report.

LSTNG WTH 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 ndia 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 DSCUSSON AND ANALYSS 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 ndia, 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.