Indiabulls Enterprises Ltd

  • BSE Code : 543715
  • NSE Symbol : IEL
  • ISIN : INE059901020
  • Industry :MISCELLANEOUS

up-arrow 18.99 -1.15(-5.71%)

Open Price ()

21.84

Prev. Close ()

20.14

Volume (No’s)

1,088,087

Market Cap ()

376.64

Low Price ()

18.12

High Price ()

21.84

 

Directors Reports

Dear Shareholders,

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:

Amount (in Crore)

Particulars For the year ended 31 st March, 2025 For the year ended 31 st March, 2024
Total Revenue 57.91 48.43
Total Expenses 70.75 81.43
Profit/(Loss) before Exceptional items and tax (12.84) (33.00)
Exceptional items 0 0
Profit/(Loss) before Tax (12.84) (33.00)
Less: Provision for Current Tax 0 (0.57)
Add: Provision for Deferred Tax Credit 0 0
Profit/(Loss) for the year from continuing operations (12.84) (32.43)
Profit/(Loss) for the year from discontinued operations 0.88 (0.96)
Profit/(Loss) for the year (11.96) (33.39)
Other comprehensive income for the year (78.18) 0.31
Total comprehensive income for the year (90.14) (33.08)
Basic EPS per share (\u20b9 per share) (0.65) (1.63) (1.63)
Diluted EPS per share (\u20b9 per share) (0.65)

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

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.

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.

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:

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;

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;

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;

that the annual financial statements have been prepared on a going concern basis;

that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

Place: Gurugram Date: July 25, 2025

Sd/- Riyaz Javed Khan Whole-Time Director (DIN: 09643848)

Sd/-

Sargam Kataria Non-Executive Director (DIN: 07133394)

ANNEXURE FORMING PART OF THE BOARDS' REPORT

Pursuant to Section 92(3), read with Section 134(3), of the Companies Act, 2013 ("Act"), the Annual Return of the Company as on March 31, 2025 is available on the Company's website http s://www.indiabullsenterprises.com/files/1755769598.pdf.

BOARD MEETINGS

During the FY 2024-25, 4 (Four) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Act. The notice and agenda including all material and requisite information, were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting. During the year, separate meeting of the Independent Directors was held on March 27, 2025, without the attendance of Non-Independent Directors and the members of the Company Management.

BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board Committee(s), as well as performance of each director(s)/ Chairman and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The parameter which inter-alia includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution, role of the Chairman and management of conflict of interest. Basis these parameters and guidance note on board evaluation issued by SEBI, the performance evaluation of the Board as a whole and its committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of the Executive Directors and Non-Executive Director was carried out by the Independent Directors in their meeting held on March 27, 2025. The Directors expressed their satisfaction with the evaluation process. Also the Executive Director of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/committee meetings.

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

A Board approved policy for selection and appointment of Directors, Senior Management and their remuneration, is already in place. The brief of Remuneration Policy is stated in the Corporate Governance Report forming part of this Annual Report.

LOANS, GUARANTEES OR INVESTMENTS

During the FY 2024-25, in terms of the provisions of Section 186 (1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies. The Company's investment/loans/guarantees, during FY 2024-25, were in compliance with the provisions of section 186 of the Companies Act, 2013, particulars of which are captured in the notes to the financial statements of the Company, wherever required.

RELATED PARTY TRANSACTIONS

During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report. None of the transactions with related parties is material transaction and/or transaction which is not at Arm's length, requiring disclosure pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore the information required in prescribed e-form AOC- 2 is not applicable. The Policy for dealing with Related Party Transactions is available on the website of the Company, at web-link: http s://www.indiabullsenterprises.com/files/1665639015.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensurate with the size, scale and complexity of its operations; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies of the Company and its subsidiaries. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. Based on the report of the Internal Auditors, process owners undertake corrective actions, in their respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Apart from the information provided/disclosures made elsewhere in the Boards' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the date of end of the financial year of the Company i.e. March 31, 2025 till date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:

Conservation of Energy

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the followings are (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; and (iii) the capital investment on energy conservation equipment. The Company has been able to reduce energy consumption by using star rated appliances where possible and also through the replacement of CFL lights with LED lights.

Technology Absorption

The Company explores to implement best of the class applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security that may result improved customer services, reduced operational costs, Improve regulatory and compliance posture, development of new business opportunities.

Foreign Exchange Earnings and Outgo

There was an foreign exchange gain of Rs.8,74,509/- during the year under review. There was an outgo of INR 4,69,55,056/- during the year under review.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of SEBI LODR Regulations, the Dividend Distribution Policy of the Company is available on the website of the Company at http s://www.indiabullsenterprises.com/files/1665640622.pdf.

GREEN INITIATIVES

Pursuant to the guidelines and notification issued by the Ministry of Home Affairs, Government of India and pursuant to applicable provisions of the Act and rules made thereunder and SEBI LODR Regulations and MCA/SEBI Circulars, the AGM of the Company is being held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. Electronic copies of the Annual Report for Financial year 2024-25 and Notice of the 7th AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). Further, in compliance with regulation 36(1)(b) of SEBI LODR Regulations, a letter providing the web-link, including the exact path, where

the said Annual Report is available has been sent to those shareholders who have not registered their email addresses with the Company/Depository Participant(s). The Members who have not received the said Annual Report and Notice may download the same from the Company's website at http s://www.indiabullsenterprises.com/ and on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 7th AGM. This is pursuant to Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI LODR Regulations. The instructions for remote e-voting are provided in the Notice convening the 7th AGM. The members may also cast their votes during the AGM.

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013, the Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its subsidiaries at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in " Annexure 5 " forming part of this Report. In terms of the provisions of Section 136(1) of the Act, read with the said rules, the Boards' Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5(2) of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary of the Company. The inspection is to be carried out at the Company's Registered Office at Gurgaon, Haryana, during business hours on working days (except Saturday and Sunday) of the Company up to date of ensuing Annual General Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In Compliance with applicable provisions, Non-Executive Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company's strategy, business model, product and service offerings, customers & shareholders profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of non-executive directors including independent directors. The details of the familiarization programmes have been hosted on the website of the Company and link has been provided in the Report on Corporate Governance forming part of this Report.

SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

Pursuant to Section 129 of the Act and Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements, the Company has prepared its Consolidated Financial Statements along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing Seventh Annual General Meeting along with its Standalone Financial Statements. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2025, form part of this Annual Report.

Each quarter, the Audit Committee reviews the performance and unaudited/audited financial statements of subsidiary companies. The minutes of the board meetings of the unlisted subsidiary companies of the Company and significant transactions and arrangements entered into by all the unlisted subsidiary companies are placed before the board on a quarterly/periodically basis. The Board is periodically apprised of the key performance of subsidiary companies, including material developments.

For the performance and financial position of each of the subsidiaries of the Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note no. 36 of the Notes to the Accounts, of Consolidated Financial Statements of the Company and statement pursuant to first proviso to sub section (3) of section 129 of the Act read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed eform AOC - 1 relating to Statement containing salient features of the financial statement of subsidiary has been attached to this report and forms part of the financial statements.

Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at http s://www.indiabullsenterprises.com/.

Shareholders may write to the Company for the annual financial statements and any further information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

During the year under review, Indiabulls Rural Finance Private Limited (IBRFPL) was material subsidiary of the Company, as per SEBI LODR Regulations. As on March 31, 2025, the Company has 3 subsidiaries and there is no joint venture company, within the meaning of Section 2(6) of the Act.

The Company is in compliance with Regulation 24A of the SEBI LODR Regulations. The Company's material subsidiary undergo Secretarial Audit and copy of Secretarial Audit Report of this subsidiary is given in " Annexure 3 " which is self-explanatory.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES OR ASSOCIATE COMPANIES

During the year under review, no company has become or ceased to be subsidiary company of the Company.

COMMITTEES OF THE BOARD

The Company has following Board constituted committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Management Committee

Internal Complaints Committee

Reorganisation Committee

The details with respect to the composition, powers, roles, terms of reference, etc. of relevant committees constituted under the Act and SEBI LODR Regulations are given in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and the General Meetings as issued by the Institute of Company Secretaries of India.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year 2024-25, no case of sexual harassment was reported. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received, if any, regarding sexual harassment. Below is the status on complaints of sexual harassment during financial year 2024-25:

Number of complaints of sexual harassment received during FY 2024-25 Number of complaints disposed off during the FY 2024-25 Number of cases pending for more than ninety days
Nil Nil Nil

DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016

During the year under review, no applications were made or case was pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF VALUATION DONE WITH RESPECT TO LOANS TAKEN FROM BANKS OR FINANCIAL INSTITUTION

As Company has not done any one time settlement during the year hence no disclosure is applicable for the same.

STATEMENT ON COMPLIANCE OF PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions relating to Maternity Benefit Act, 1961.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy (' 'the Policy ''), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees working for the Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Company's Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Company's funds/assets etc. A whistle- blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to up hold the reputation of the Company and its subsidiaries. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices.

The details of the Whistle Blower Policy are available on the website of the Company: http s://www.indiabullsenterprises.com/ files/1665638566.pdf. The Audit committee of the Board, constitutes a vital component of the whistle blower mechanism and instances of financial misconduct, if any, are reported to the Audit committee. No employee is denied access to the Audit Committee.

For Indiabulls Enterprises Limited

Place: Gurugram Date: July 25, 2025

Sd/- Riyaz Javed Khan Whole-Time Director (DIN: 09643848)

Sd/-

Sargam Kataria Non-Executive Director (DIN: 07133394)

   

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