INDIABULLS COMMODITIES PRIVATE LIMITED

ANNUAL REPORT 2004-2005

DIRECTOR'S REPORT

Dear Shareholders,

Your  Directors  take  pleasure in presenting their  Second  Annual  Report 
together with the Audited Accounts for the year ended 31st March, 2005.

FINANCIAL HIGHLIGHTS

Summary of the Financial Results for the financial year is as under:

	                                                       (Amount Rs.)
	                                                 For the year ended
	                                 31st March, 2005  31st March, 2004

Profit before Tax	                        1,170,110	  5,339,199
Less: Provision for Current Tax	                  325,000	  1,946,000
Less: Provision for Deferred Tax	          101,897	   (26,908)
Net Profit for the year	                          743,213	  3,420,107
Balance brought forward	                        3,420,107	        NIL
Profit available for appropriation	        4,163,320	  3,420,107

DIVIDEND

Keeping in view of the future expansion plans of the Company, the Directors 
do not recommend any dividend on the equity shares.

FIXED DEPOSITS

The company has not accepted any deposit from the public.

DIRECTORS

Mr. Gagan Banga, Director is liable to retire at the ensuing Annual General 
Meeting and being eligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

i.  In  the preparation of the annual accounts, the  applicable  accounting 
standards have been followed and that there are no material departures;

ii.  Appropriate  accounting  policies  have  been  selected  and   applied 
consistently and the Directors have made judgements and estimates that  are 
reasonable  and prudent so as to give a true and fair view of the state  of 
affairs of the company as at 31st March, 2005 and the profit of the company 
for the period ended 31st March, 2005;

iii.  Proper  and  sufficient care has been taken for  the  maintenance  of 
adequate  accounting  records  in accordance with  the  provisions  of  the 
Companies  Act,  1956, for safeguarding the assets of the Company  and  for 
preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

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

Conservation of energy/ technology absorption do not have much relevance to 
the  activities  of  the company since it does not  own  any  manufacturing 
facility, the disclosure of information to be disclosed in terms of section 
217(1)(e)  of  the Companies Act, 1956 read with Companies  (Disclosure  of 
particulars in the report of Board of Directors) Rules, 1988 in respect  of 
Conservation of Energy, and Technology Absorption are not given.

There were no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES  ACT, 
1956

There  was no employee coming under the purview of section of 217  (2A)  of 
the Companies Act, 1956.

AUDITORS' REPORT

The  board considered the auditors' report and felt that  the  observations 
made therein are self explanatory and need no further clarification.

AUDITORS

M/s  Deloitte  Haskins  & Sells, Chartered  Accountants,  auditors  of  the 
company,  who  retire  at  the ensuing Annual  General  Meeting  and  being 
eligible  offer themselves for appointment as auditors of the company.  The 
Company  has  received  a  certificate from  the  auditors  that  they  are 
qualified u/s 224(1 B) of the Companies Act, 1956 to act as the Auditors of 
the Company, if appointed.

COMPLIANCE CERTIFICATE

The  company  has  obtained  a  Compliance  Certificate  pursuant  to   the 
provisions  of  the  section  383A of the companies  act,  1956  read  with 
Companies  (Issue  of  Compliance Certificates) Rules,  2001  from  M/s  S. 
Khandelwal & Co., Company Secretaries, New Delhi. The certificate is  self-
explanatory  and needs no further clarification and is attached  with  this 
report.

ACKNOWLEDGEMENT

The  Directors  take  the opportunity to  thank  all  business  associates, 
clients,  vendors,  bankers,  regulatory  and  government  authorities  for 
their continued support during the year.

Your Directors place on record their appreciation of the contribution  made 
by  employees at all levels for their commendable teamwork,  dedicated  and 
wholehearted efforts made during the year.

                              By order of the Board of Directors

                         Sd/- 	             Sd/-
Place: New Delhi	 Rajiv Rattan        Tejinderpal Singh Miglani
Date: 2nd July, 2005	 Director	     Director