To,
 The Members of
 Agre Developers Limited
 
 The Directors are pleased to present the Third Annual Report together
 with the Audited statements of accounts for the financial year ended
 31st March 2011.
 
 Financial Highlights:
 
                                                      (Amount in Rs.)
 
                                      Consolidated         Standalone
 Particulars                          Current Year       Current Year
                                  Ended 31.03.2011   Ended 31.03.2011
 
 Income from Operations             1,04,13,73,576       24,34,49,175
 
 Other Income                          1,11,51,370          44,88,681
 
 Total Income                       1,05,25,24,946       24,79,37,856
 
 Purchase                              4,58,24,882                Nil
 
 Personnel Cost                       11,92,82,634       11,34,92,997 
 
 Operating and other expenses         74,63,75,162       12,59,13,244
 
 Total Expenditure                    91,14,82,678       23,94,06,241
 
 Profit before Interest, 
 Depreciation and Tax                 14,10,42,268          85,31,615
 
 Less: Interest                          45,07,697             51,767
 
 Less: Depreciation                   10,30,25,966          21,25,373
 
 Profit before Taxation                3,35,08,606          63,54,475
 
 Less: Provision for taxation            82,63,995          25,01,000
 
 Less: Deferred fax                    2,11,81,559           3,65,164 
 
 Profit after Taxation                   40,63,052          34,88,311
 
 Less: Prior Period Items                      Nil                Nil
 
 Profit After Tax                        40,63,052          34,88,311
 
 
 The Company did not have any business operations immediately before the
 appointed date i.e 1st April 2010 under the scheme of Arrangement and
 hence previous year figures are not provided.
 
 Scheme of arrangement (Demerger):
 
 Pursuant to a Scheme of Arrangement (Scheme) under Sections 391 to 394
 read with Sections 78 and 100 tol03 of the Companies Act, 1956 between
 Pantaloon Retail (India) Ltd (PRIL), the Company and Agre Properties
 and Services Limited (Formerly known as Future Merchandising Limited)
 and their respective shareholders and creditors, mall management
 undertaking and project management undertaking of Pantaloon Retail
 (India) Limited were demerged into the Company and the mall asset
 management and food services business undertakings were demerged into
 Agre Properties and Services Limited.
 
 The said scheme has been approved by the Hon''ble High Court of
 Judicature at Bombay on 24th August 2010 and filed certified copy of
 the Order with Registrar of Companies on 28th August 2010, being the
 effective date.  The entire assets and liabilities of mall management
 undertaking and project management undertaking of Pantaloon Retail
 (India) Limited were transferred effective from 1st April 2010.
 
 In terms of the Scheme 111,70,966 equity shares of Rs. 10/-each were
 allotted to the eligible shareholders of PRIL on 23rd September 2010
 and the same were listed on Bombay Stock Exchange Limited and National
 Stock Exchange of India Limited on 31st December 2010.
 
 Your Company through a Special Resolution passed on 9th June 2010,
 approved reduction capital, and such reduction was confirmed by an
 order dated 22nd October 2010 by the Hon''ble High Court of Bombay on
 petition number 511 of 2010. Pursuant to the said order 50,000 fully
 paid equity shares of Rs. 10/- each of the Company aggregating to Rs.
 5,00,000/ - held by erstwhile holding Company viz. PRIL, prior to the
 Scheme is reduced / cancelled.
 
 Scheme of Amalgamation:
 
 With a view to strengthen the asset base and financials of the Company
 and presence in retail infrastructure and real estate development, the
 Board at its meeting held on 26th May 2011 considered and approved a
 Scheme of Arrangement with Future Realtors (India) Private Limited
 (FRIPL), Prudent Vintrade Private Limited (Prudent) and AIGL
 Holding & Investmetns Pvt. Ltd (AIGL) and their respective
 shareholders and creditors (Scheme), and further subject to approval of
 High Court and such other regulatory approvals as may be necessary, to
 amalgamate FRIPL, Prudent and AIGL with the company.
 
 FRIPL through its subsidiaries and associate companies is engaged in
 the business of development and leasing of retail real estate
 properties and development of integrated townships in India. Currently
 FRIPL has ready leased and under development retail assets of 0.8 mn sq
 ft and 0.3 mn sq ft leasable area respectively.
 
 Prudent and AIGL through their associate companies hold 23% of the
 equity share capital of Riverbank Developers Private Limited, a special
 purpose vehicle that is developing an integrated township called
 Calclutta Riverside at Batanagar in Kolkata. This township is spread
 over an area of 262 acres and has been promoted by the Hiland and
 Belani Groups in joint venture along with Kolkata Metropolitan
 Development Authority.
 
 Based on the valuation reports, the Board considered and proposed the
 exchange ratio under the Scheme and accordingly shareholders of FRIPL,
 AIGL and Prudent will receive 0.9499, 22.8112 and 804.3096 equity
 shares ofRs.  10 each respectively in Company for every equity share of Rs.
 10 each held in FRIPL, AIGL and Prudent respectively.  The scheme of
 amalgamation will be subject to approval from the Hon''ble High Court of
 Bombay and other regulatory authorities as may be applicable.
 
 Dividend:
 
 With a view to conserve the resources and to meet the fund requirements
 for your Company''s growth plans, your Directors do not recommend any
 payment of Dividend for the year ended 2010-2011.
 
 Subsidiaries:
 
 Your Company has the following Subsidiaries as on 31st March 2011: 
 
 Sno. Name of the Subsidiary                           % of Holding
 
 1    Agre Properties & Services Limited               100%
 
 2    Precision Realty Developers Private Limited      100%
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011
 respectively has issued directions under Section 212(8) of the
 Companies Act, 1956 granting general exemption from applicability of
 the provisions of Section 212 of Companies Act, 1956 in relation to the
 subsidiary Companies, subject to fulfillment of the conditions
 specified in the said circular.
 
 Your Company has availed the benefit of general exemption provided by
 the aforesaid circular and accordingly, the documents mentioned in
 Section 212(1)(a) to (d) of the Companies Act, 1956 relating to
 Company''s subsidiaries are not attached to the Balance Sheet of your
 Company. Also, in terms of the said circular, your Directors shall
 fulfill the prescribed conditions, make the requisite disclosures and
 further undertake that the annual accounts of the subsidiary companies
 and the related detailed information shall be made available to
 shareholders of the Company and its subsidiary companies seeking such
 information at any point of time.  Further, the annual accounts of the
 subsidiary companies shall also be kept for inspection by any
 shareholders at the registered office of the Company and of the
 respective subsidiary company concerned. The statement as required
 under clause (iv) of the aforesaid circular is also attached to the
 financial statements.
 
 Share Capital:
 
 During the year under review, your Company increased its authorized
 share capital from the existing Rs. 5,00,000/ - divided into 50000 equity
 shares of Rs. 10/ - each to Rs. 20,00,00,000/ - divided into 2,00,00,000
 Equity Shares of Rs.10/ - each by creation of fresh 1,99,50,000 equity
 shares of Rs. 10/ - each.
 
 In terms of the Scheme 111,70,966 equity shares of Rs. 10/-each allotted
 to the eligible shareholders of Pantaloon Retail (India) Limited on
 23rd September 2010 and the same were listed on Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited on 31st December
 2010.
 
 570 Equity shares of the Company are kept in abeyance and the said
 shares will be allotted subsequent to completion of legal formalities
 to allot the original shares in Pantaloon Retail (India) Limited which
 are currently held in abeyance.
 
 Change of name:
 
 The Company was incorporated on March 10, 2008 under the Companies Act,
 1956 in the State of Maharashtra as a public limited company and a
 special resolution has been passed by the shareholders at an Extra
 Ordinary General Meeting held on September 20, 2010 to change the name
 of the Company to Agre Developers Limited. The Company obtained new
 Certificate of Incorporation with new name on October 4, 2010.
 
 Change in the Objects Clause of the Company:
 
 The Company has obtained the approval of members through Postal Ballot
 to, interalia, amend the main object clause of the Company to undertake
 construction and development business. The postal ballot notice was
 dispatched to all the shareholders on November 25, 2010 and the results
 of the Postal Ballot were announced on December 30, 2010.
 
 Consolidated Financial Statements:
 
 In Compliance with the Accounting Standard 21 and the Listing Agreement
 entered into with the Bombay Stock Exchange Limited and the National
 Stock Exchange of India Limited, this Annual Report includes the
 consolidated financial statements of the company for the financial year
 2010-11.
 
 Cash Flow Statement:
 
 In Conformity with the provisions of clause 32 of the Listing Agreement
 with the Stock exchanges, the Cash Flow Statement for the year ended
 31st March, 2011 has been provided in the Annual Report and which forms
 part of this report.
 
 Fixed Deposits:
 
 The Company has not accepted any deposits, within the meaning of
 Section 58-A of the Companies Act, 1956 read with the Companies
 (Acceptance of Deposits) Rules, 1975 made there under.
 
 Directors:
 
 On 23rd September, 2010, the Board was reconstituted prior to listing
 with Stock Exchange in conformity with Clause 49 of the Listing
 Agreement. Mr. Anil Baijal, Mr. P.L Agarwal and Mr. Rahul Saraf,
 Independent Directors, Mr. K.K Rathi, and Mr. Rajesh Kalyani Non
 Executive Directors were inducted in the Board. Further, Mr. Anil
 Baijal, Independent Director, was appointed as the Non Executive
 Chairman of the Board of Directors of your Company.  The Board also
 constituted various committees in compliance with Clause 49 of the
 listing agreement.
 
 Mr. Sumit Dabriwala, has been appointed as Managing Director of the
 Company for a period of 3 years with effect from 21st September 2010.
 The terms and conditions of his appointment including payment of
 Managerial Remuneration has been approved by the Shareholders byway of
 special resolution through postal ballot and the results of the Postal
 Ballot was declared on 30th December 2010.
 
 The Company made an application under Section 269 and other applicable
 provisions of the Companies Act, 1956, to the Ministry of Corporate
 Affairs in connection with payment of managerial remuneration to its
 Managing Director as per the limits approved by the shareholders
 through a Postal Ballot on 30th December 2010. The Ministry vide its
 order dated 18th April 2011 approved the appointment of Mr. Sumit
 Dabriwala as Managing Director of the Company with effect from
 September 21, 2010 at an annual remuneration lower than the amount
 approved by the shareholders. The Company filed an appeal against the
 said Order of the Central Government on 9th May 2011 and the same is
 under the consideration of the Ministry of Corporate Affairs,
 Government of India.
 
 Mr. Anil Baijal, Mr. P.L Agarwal, Mr. Rahul Saraf, Mr. Rajesh Kalyani
 and Mr. K.K Rathi, who were appointed as Additional Directors on the
 Board of your Company w.e.f 23rd September 2010. Notices have been
 received from members pursuant to Section 257 of the Companies Act,
 1956 together with necessary deposits proposing the appointments of Mr.
 Anil Baijal, Mr. P.L Agarwal, Mr. Rahul Saraf, Mr. K.K Rathi, and Mr.
 Rajesh Kalyani as Directors, liable to retire by rotation, on the Board
 of the Company.
 
 As required under clause 49(IV)(G) of the Listing Agreement, the
 requisite information of Mr. Anil Baijal, Mr. P.L Agarwal, Mr. Rahul
 Saraf, Mr. K.K Rathi, and Mr. Rajesh Kalyani inter alia, in the nature
 of brief resume, nature of expertise, companies in which they holds
 directorship / memberships of Board Committees is annexed to the Notice
 of Annual General Meeting. The Board recommends their appointments.
 
 Mr. Sanjay Rathi, Mr. Deepak Tanna, and Mr. Harsha Saksena, Nominee
 Directors of erstwhile holding company Pantaloon Retail (India)
 Limited, resigned as the Directors of the Company with effect from 24th
 September 2010.  The Board places on record its appreciation for the
 valuable contribution made by them during their tenure as Directors of
 the Company.
 
 Group:
 
 Pursuant to intimation received from the Promoter(s) and in accordance
 with regulation 3(1 )(e) of the securities and Exchange Board of India
 (Substantial Acquisition of shares and Takeovers) Regulations,
 1997(SEBI Regulation) regarding identification of persons
 constituting Group (within the meaning as defined in the Monopolies
 and Restrictive trade Practices Act, 1969) are disclosed in this Annual
 Report as separate disclosure.
 
 Director''s Responsibility Statement:
 
 As required under section 217(2AA) of the Companies Act, 1956, it is
 hereby confirmed that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from same;
 
 2.  the directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year ended 31st March, 2011
 and of the profit of the Company for that period;
 
 3.  the directors have taken proper and sufficient care 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; and
 
 4.  the directors have prepared the annual accounts on a going concern
 basis.
 
 Corporate Governance:
 
 Report on Corporate Governance of the Company and Management Discussion
 and Analysis Report for the year under review, as per the requirements
 of Clause 49 of the Listing Agreement(s), have been given under a
 separate section and forms part of this Annual Report.
 
 Listing:
 
 The equity shares of the Company are listed on the Bombay Stock
 Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India
 Ltd. (NSE) and the listing fee for the year 2011-12 has been paid.
 
 The Company has entered into necessary agreements with the Central
 Depository Services (India) Limited (CDSL) and National Securities
 Depository Limited (NSDL) for availing the Depository services.
 
 Auditors:
 
 M/s NGS & Co., Chartered Accountants, Mumbai, Auditors of the Company,
 bearing ICAI Registration Number 119850W retire at the ensuing Annual
 General Meeting and are eligible for re-appointment.
 
 As required under the provisions of section 224(1 B) of the Companies
 Act, 1956, the Company obtained a written certificate from the Auditors
 to the effect that their appointment, if made, would be in conformity
 with the limits specified in the said section. The Board recommends
 their re-appointment.
 
 Particulars of Employees under Section 217(2A):
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report.
 
 However, having regard to the provisions of Section 219(l)(b)(iv) of
 the said Act, the Annual Report excluding the aforesaid information is
 being sent to all the members of the Company and others entitled
 thereto. Any member interested in obtaining such particulars may write
 to the Company Secretary at the registered office of the Company.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo:
 
 Information in accordance with the provisions of Section 217 (l)(e) of
 the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo is given in the Annexure forming part of this
 report.
 
 Acknowledgement:
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation to all stakeholders, Financial Institutions,
 Banks, Central and State Governments, the Company''s valued investors
 and all other business partners for their continued co-operation and
 excellent support received during the year.
 
 Your Directors recognize and appreciate the efforts and hard work of
 all the employees of the Company and their continued contribution to
 its progress.
 
                          For and on behalf of the Board of Directors
 
 
                                Anil Baijal           Sumit Dabriwala
                                   Chairman         Managing Director
 
 Place: Mumbai 
 Date :26th May 2011