The Board of Directors is pleased to present the 30^th Annual Report of the Company alongwith audited statement of accounts, for the
financial year ended March 31, 2025.

During the year under review, the Company continued to strengthen its position in its key business segments: Real Estate Development,
Security Broking & Asset Reconstruction.

Despite a dynamic economic environment, the businesses demonstrated resilience, supported by strategic initiatives, robust risk
management, and continued investments in technology and talent.

Real Estate Development

Market Overview

The Indian real estate sector witnessed sustained growth momentum in FY 2024-25, driven by strong end-user demand, improved
affordability, and structural policy support. The sector benefited from rising urbanization, an expanding middle class, and the growing
preference for home ownership, particularly in Tier I and select Tier II cities.

Residential real estate saw robust sales across mid-income and premium segments, with demand buoyed by stable interest rates,
improved buyer sentiment, and continued traction in digital and flexible work models. Developers focused on timely execution and
customer-centric offerings, while consolidation among organized players led to increased market transparency and trust.

Commercial real estate remained resilient, supported by demand for Grade A office spaces, co-working formats, and warehousing/
logistics infrastructure. The growth of the digital economy and IT/ITeS sectors continued to drive leasing activity, while hybrid work
models led to evolving space configurations.

The government's continued thrust on infrastructure, digitization of land records, RERA enforcement, and affordable housing initiatives
contributed positively to sectoral stability and investor confidence. Furthermore, the real estate investment trust (REIT) segment saw
increased participation, enhancing liquidity and transparency in the commercial real estate market.

Company Highlights

In line with our strategic approach to real estate investments we are pleased to share the below developments, that will drive growth
and create long term value for all stakeholders.

Equity Broking
Industry Overview

The Indian capital markets demonstrated resilience and depth during FY 2024-25, despite global macroeconomic headwinds and
geopolitical uncertainties. The benchmark indices continued to perform well, supported by strong domestic economic fundamentals,
corporate earnings growth, and robust retail and institutional participation.

Primary markets witnessed healthy activity, with several successful IPOs across diverse sectors, reflecting investor confidence and the
maturity of India's equity ecosystem. Secondary markets also saw increased trading volumes, aided by digital platforms and improved
market accessibility.

Foreign portfolio investment (FPI) flows remained positive for most of the year, driven by India's relative macroeconomic stability,
policy consistency, and growth potential. Domestic institutional investors, including mutual funds and insurance companies, played a
stabilizing role during periods of volatility, while retail investors continued to expand their footprint in equities through SIPs and direct
market participation.

The regulatory environment remained supportive, with SEBI introducing key reforms to strengthen investor protection, enhance
transparency, and promote long-term market development. Initiatives like shorter settlement cycles, streamlined disclosure norms,
and greater digital integration helped improve operational efficiency and investor trust.

India's capital markets are poised for continued growth, backed by economic expansion, increased formalization of savings, and
ongoing regulatory evolution. As the economy transitions to a more investment-led growth model, capital markets will continue to
play a pivotal role in financing innovation, infrastructure, and enterprise.

Company Performance/Key Highlights.

• YOY growth

o 18% in broking revenues.

o 22% EBITDA Margin, showing resilience and cost efficiencies.
o 42% EBITDA.

o 25% ROE

o 67% ROCE.

o 23% Improvement in Liquid Ratio.

• Cash flows improved considerably reflecting enhanced liquidity.

• Strengthened its Capital Structure.
o Total Debt reduced by 68%

o External Debt - NIL.

• ARPU/month - Rs 4,300/-

• Mobile App Usage - 56%

Key Initiatives

• Transformation of the fintech business & product.

• Tech-first approach with emphasis on client retention & customer experience, over high cost acquisitions.

• Platform modernization & Omnichannel experience.

• Setting up high performance, low latency environments to support Algo Trading Strategies.

• Strengthened compliance systems and conducted regular internal audits in line with SEBI requirements.

• Invested in cybersecurity infrastructure to safeguard client data and ensure platform resilience.

Asset Reconstruction.

Industry Overview

The Asset Reconstruction sector in India continued to play a critical role in strengthening the financial ecosystem during FY 2024-25.
With the banking system showing signs of improved asset quality and increased provisioning discipline, the focus gradually shifted
from bulk acquisitions to strategic and value-driven resolutions.

During the year, asset reconstruction companies (ARCs) operated in a landscape marked by evolving regulatory oversight, including
the Reserve Bank of India's emphasis on improved transparency, resolution effectiveness, and capital adequacy. The Insolvency
and Bankruptcy Code (IBC) remained a key resolution channel, though ARCs also explored alternative mechanisms for recovery and
settlement in collaboration with lenders.

The flow of non-performing assets (NPAs) into the market moderated due to strengthened credit underwriting and recoveries at the
bank level. However, opportunities persisted in stressed asset segments, particularly in mid-sized corporate exposures and legacy loan
books. Investor interest in the distressed asset space remained steady, supported by rising participation from alternate investment
funds and global distressed asset players.

Company Highlights.

• Portfolio under Management of - Rs 628 cr.

• Total recoveries during the year - Rs 226 cr.

• Feet on street strength driving relationship led collections.

Looking Ahead

The year ahead presents new opportunities. In real estate, urbanization trends and policy reforms will drive demand, and we are well-
positioned to expand into cities with affordable and mid-segment housing.

In broking, the democratization of investing and evolving fintech trends offer a vast playing field, and we plan to enhance our offerings
through AI-driven advisory, advanced charting tools, and educational platforms for new investors.

The asset reconstruction business is expected to evolve with greater emphasis on operational turnaround, co-investment models,
and specialized sectoral expertise. Policy clarity, stronger due diligence practices, and the growing maturity of the stressed asset
ecosystem are likely to enhance the long-term viability and impact of the ARC industry.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial highlights of the Company, for the financial year ended March 31, 2025, are as under:

Figures in Rs. Lakhs

The total revenue of the Company during the financial year ended March 31, 2025 stood at Rs. 2,507.42 lakh with a net loss of
Rs. 4,900.56 lakh. The consolidated revenue of the Company stood at Rs. 48,688.32 lakh and the consolidated net loss after tax stood
at Rs. 6,764.86 lakh.

DIVIDEND

The Company has not declared any dividend during the financial year 2024-25. Further, Pursuant to Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Dividend Distribution Policy of the

Company is available on the website of the Company at https://www.dhani.com/services/wp-content/uploads/2020/12/ivl-dividend-
distribution-policy_1564992261.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with applicable provisions under the Companies Act, 2013 and regulation 17(1C) of the SEBI LODR Regulations and in
terms of Board authorisations dated May 17, 2024 and August 9, 2024, the shareholders of the Company on June 20, 2024, through
Postal Ballot and in 29^th Annual General Meeting held on September 25, 2024, have approved the re-appointment of Mr. Divyesh B.
Shah (DIN: 00010933) as Whole Time Director & Key Managerial Personnel of the Company, designated as CEO, for a period of 3 years
w.e.f. April 1, 2024 to March 31, 2027 and re-appointment of Mr. Aishwarya Katoch (DIN: 00557488) as Non-Executive Independent
Director of the Company for second consecutive term of 2 years effective from January 1, 2025 to December 31, 2026, respectively.

The existing term of Mr. Prem Prakash Mirdha (DIN: 01352748) as Non-Executive Independent Director of the Company is upto
August 10, 2025. On the recommendation of the Nomination & Remuneration Committee, the Board of directors of the Company in
its meeting held on July 25, 2025 has re-appointed Mr. Mirdha as Non-Executive Independent Director of the Company for second
consecutive term of 2 years effective from August 11, 2025 to August 10, 2027.

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 LODR Regulations. The brief resume of the Directors proposed to be appointed/
reappointed, nature of their expertise in specific functional areas, terms of appointment, names of companies in which they hold
directorships, memberships/ chairmanships of Board Committees, along with names of listed entities from which they have resigned
in the past three years, are provided in the Notice convening the 30^th Annual General Meeting of the Company.

In compliance with the applicable regulatory provisions, the Board has recommended the re-appointment of Mr. Gurbans Singh (DIN:
06667127), who retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for
re-appointment as a director.

SHARE CAPITAL

As on March 31, 2025, the paid up share capital of the Company was Rs. 121,62,96,148.40 divided into 60,32,59,386 fully paid up
equity shares of face value Rs. 2/- each and 88,88,524 partly paid-up equity shares of face value of Rs. 2/- each, paid up Rs. 1.10
each (PPS). Voting rights in respect of PPS are proportionate to the amount paid-up thereon. During the financial year 2024-25, the
Company has not raised any share capital.

During the current financial year and upto the date of this report, the Company has issued and allotted 12,07,200 (Twelve Lacs Seven
Thousand Two Hundred) fully paid-up equity shares of face value INR 2/- each, to eligible employees upon exercise of options vested
in their favour under 'Dhani Services Limited Employees Stock Option Scheme - 2008' and 'Dhani Services Limited Employees Stock
Option Scheme - 2009'. Consequently, the paid up share capital of the Company increased to Rs. 121,87,10,548.40 divided into
60,44,66,586 fully paid up equity shares of face value Rs. 2/- each and 88,88,524 partly paid-up equity shares of face value of Rs. 2
each, paid up Rs. 1.10 each (PPS). Voting rights in respect of PPS are proportionate to the amount paid-up thereon.

PREFERENTIAL ISSUE OF WARRANTS & UTILISATION OF PROCEEDS

During the year under review, pursuant to and in terms of shareholders' approval dated January 25, 2025 and in terms of Chapter
V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company, on
March 17, 2025, has issued and allotted an aggregate of 4,50,00,000 warrants, convertible into equivalent number of fully paid-up
equity shares of face value of Rs. 2 each at an issue price of Rs. 90.30 (including a premium of Rs. 88.30) per equity share, to certain
promoter group entities of the Company.

Till the date of this report, the Company has received an aggregate of Rs. 101.59 cr. as subscription money equivalent to 25% of the
Issue Price, out of which Rs. 92 cr. has been utilised till quarter ended June 30, 2025 as per stated Objects of preferential issue of
Warrants and balance amount of Rs. 8.71 cr. has been deployed as per approved terms of preferential issue of Warrants and Rs. 0.88
cr. was unutilised. The Reports issued by Monitoring Agency in this regard have been submitted to the Stock Exchanges and placed
on the website of the Company. In terms of regulatory provisions, there is no deviation in the utilization of proceeds from the stated
objects and proceeds have been utilised by the Company as per objects approved by the shareholders of the Company.

ESOP/SAR SCHEMES

During the year under review, shareholders of the Company in their 29th Annual General Meeting held on September 25, 2024, have
approved the modification to Dhani Services Limited Employees Stock Option Scheme - 2008 and Dhani Services Limited Employees
Stock Option Scheme - 2009, to extend their effectiveness from 16 years from the date of institution of the Schemes to 26 years
from the date of institution of the Schemes. During the current financial year, 25 lacs Stock Options have been granted to eligible
employee(s) under Dhani Services Limited Employees Stock Option Scheme - 2009, at an exercise price of Rs. 66.40 against the share
price of Rs. 66.38 available on NSE on the date of grant of these options. These options are convertible into fully paid-up equity shares
of face value of Rs. 2/- each, upon vesting and exercise consisting of 20% options each year.

The disclosures required to be made under SEBI Regulations and the Act read with Rule 12 of the Companies (Share Capital and
Debentures) Rules, 2014, in respect of ESOP Schemes/SARs of the Company have been placed on the website of the Company
www.dhani.com.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of
the Act and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The fully paid up Equity Shares (ISIN: INE274G01010) and partly paid up Rights Equity Shares (ISIN: IN9274G01034) 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 its identified
subsidiaries to have a simplified and streamlined holding structure with pooled resources, the Board of Directors of the Company
(DSL), had approved the composite Scheme of Arrangement inter-alia involving Amalgamation of the Company along with its certain
subsidiary companies with and into Yaari Digital Integrated Services Limited ("Amalgamated Company" / "Resulting Company "Yaari")
and subsequent automatic dissolution of Amalgamating Companies.

Under the proposed Scheme subsidiaries of the Company getting amalgamating with Yaari are Savren Medicare Limited, Auxesia Soft
Solutions Limited, Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata Tradelink Limited, Evinos Developers Limited,
Milky Way Buildcon Limited, Indiabulls Consumer Products Limited, Indiabulls Infra Resources Limited, Jwala Technology Systems
Private Limited, Mabon Properties Limited and Juventus Estate Limited.

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 of Dhani Services Limited
was convened on March 29, 2025 wherein the shareholders of the Company have passed the resolution 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.

"294 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each fully paid-up"

"162 equity shares of Yaari INR 2/- each fully paid-up for every 100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up
value of partly paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in proportion to paid up value."

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Pursuant to shareholders' authorization through postal ballot dated May 25, 2023 and on receipt of certificate of registration from
the office of Registrar of Companies, the Registered Office of the Company was shifted, w.e.f. May 1, 2024, from NCT of Delhi at '1/1E,
First Floor, East Patel Nagar, New Delhi-110008' to the State of Haryana at '5th Floor, Plot No. 108, IT Park, Udyog Vihar, Phase 1,
Gurgaon-122016.

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI LODR REGULATIONS

On the utilization of proceeds of Rights Issue and of convertible Warrants issued on preferential basis, there was no deviation from
the Objects stated for Rights Issue and Warrants issue.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES
AND SEBI LODR REGULATIONS

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 appointment of M/s Hem Sandeep & Co., Chartered Accountants (Registration No. 009907N) as Statutory Auditors of the
Company was approved in the 29^th Annual General Meeting of the Company held on September 25, 2024, to hold office from
the conclusion of 29^th AGM until the conclusion of 32^nd AGM to be held in the calendar year 2027, including the payment of
remuneration of upto INR 53,50,000/- (Rupees Fifty Three Lacs Fifty Thousand 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 Hem Sandeep & Co., Chartered Accountants have
confirmed that they are eligible to hold the office of Statutory Auditors of the Company for FY 2025-26.

Management response on the qualification as mentioned in the Auditor's report on consolidated Financial Statements of the
Company for the financial year ended March 31, 2025, forming part of this Annual Report is as under:

"The Group has recorded impairment losses resulting from decline in some of its subsidiaries' businesses and assets of trusts
whose financial information is included in the Consolidated Financial Results.

Management intends to grow its real estate business and has, on a prudent approach, re-assessed the recoverability of certain
financial assets and has accordingly, recorded provisions for impairment due to expected credit loss of Rs. 47,448.40 Lakhs (net
of deferred tax) to other comprehensive income and has recorded a provision of impairment loss of Rs. 19,771.80 Lakhs (net of
deferred tax) to other comprehensive income on account of impairment of certain non-financial assets for the year from April
1, 2024 to March 31, 2025. Also, there is no resultant impact on the carrying amount of the total equity, total comprehensive
income, total assets and total liabilities of the Company due to this exceptional treatment".

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 Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has appointed M/s
Sukesh & Co., Company Secretary 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 listed subsidiary and material unlisted subsidiary companies, namely, Dhani Loans and Services
Limited, Indiabulls Asset Reconstruction Company Limited and Indiabulls Securities Limited (formerly Dhani Stocks Limited) are
annexed as "Annexure 3", "Annexure 4" and "Annexure 5", respectively.

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, from financial year 2025-26 to FY 2029-30 for
undertaking secretarial audit and issuing the 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

The Company firmly believes that for an organisation to succeed in long term, it is imperative to keep the overall well-being of the
society at the core of its values and purpose. Our main objective in this regard is to do meaningful work with measurable output and
maximum impact on the society. The Company's vision is to contribute towards a society where quality healthcare, education and
livelihood opportunities converge to create an equitable future for all families and communities. Corporate Social Responsibility is not
mere an obligation for us but we yearn to transform Bharat into a stronger and healthier nation.

During the FY 2024-25, the Company had paid an amount of Rs. 41.39 lacs being 2% of average net profits of the Company for three
immediately preceding financial years, to Amar Charitable Trust towards effectuation and implementation of CSR activities for FY
2024-25, on the promotion of Healthcare, Nutrition, Education or any other charitable objectives, on ongoing project basis.

Annual Report on CSR Activities is given in "Annexure 6", forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, Management's 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 the 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) is available on
the website of the Company https://www.dhani.com/services/wp-content/uploads/2025/08/BRSR-Report-FY24-25_DSL_Master-
file_21.08.25.pdf.

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 Act:

a) that in the preparation of the annual accounts 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 had 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 of the profit and loss of the Company for the year ended on that date;

c) that proper and sufficient care had 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 accounts had 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 proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous
improvement in all functional areas and the efficient utilization of all its resources for sustainable growth. 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 Dhani Services Limited

Sd/- Sd/-

Gurbans Singh Divyesh B. Shah

Place: Mumbai Executive Chairman Whole-time Director & CEO

Date: July 25, 2025 (DIN: 06667127) (DIN: 00010933)