The directors present this annual report and audited statement of
 accounts of the Company for the year ended on March 31, 2008 and also
 management discussion and analysis thereon.
 
 1.  SCHEME OF ARRANGEMENT
 
 The Scheme of Arrangement between RPG Life Sciences Ltd. (formerly
 known as RPG Pharmaceuticals Ltd.), Instant Holdings Ltd. and Instant
 Trading and Investment Company Ltd.  and the Company under sections 391
 to 394 read with sections 100 to 103 of the Companies Act, 1956
 approved by the members at the court convened meeting held on October
 23, 2007 was sanctioned by the Honble Bombay High Court by order
 passed on December 14, 2007 and has become effective from February 5,
 2008 (the Scheme). Pursuant to the Scheme:
 
 - the entire pharmaceuticals business of the Company has been sold to
 RPG Life Sciences Ltd. (formerly RPG Pharmaceuticals Ltd.) with effect
 from April 2, 2007 on going concern basis along with all assets and
 liabilities pertaining to the said business, at consideration of Rs. 46
 crores. Consequently, the said pharmaceuticals business of the Company
 vests in and stands transferred to RPG Life Sciences Ltd. (formerly RPG
 Pharmaceuticals Ltd.) from April 2, 2007 being appointed date fixed
 under the Scheme.
 
 - the investments held by the Company have been sold to Instant
 Holdings Ltd. with effect from April 1, 2007, at consideration of Rs.
 53 crores. Consequently, various investments held by the Company vests
 in and stands transferred to Instant Holdings Ltd. from April 1, 2007
 being appointed date fixed under the Scheme. Instant Trading and
 Investment Company Ltd., the subsidiary of the Company, has been merged
 with Instant Holdings Ltd.  and thus stands dissolved.
 
 RPG Life Sciences Ltd. (formerly RPG Pharmaceuticals Ltd.) has
 discharged the consideration by issue of fully paid up equity shares of
 face value of Rs. 8 in the ratio of 1:1 at aggregate premium of Rs.
 34,50,49,200 to those members of the Company whose names appeared in
 the register of members/who were beneficial holders of the companys
 shares on February 22, 2008, being record date fixed for the purpose.
 1,43,68,850 equity shares so issued by RPG Life Sciences Ltd. (formerly
 RPG Pharmaceuticals Ltd.) have been listed and admitted for trading by
 Bombay Stock Exchange and National Stock Exchange w.e.f June, 10, 2008.
 
 - Instant Holdings Ltd. has discharged the consideration by issue of
 fully paid up 99,50,000 equity shares of face value of Rs. 10 to the
 Company at aggregate premium of Rs. 43.05 crores. Consequent to issue
 of these shares to the Company, Instant Holdings Ltd.  has become
 subsidiary of the Company.
 
 - the Company has changed its name from RPG Life Sciences Limited to
 Brabourne Enterprises Limited upon fresh certificate of incorporation
 consequent upon change of name dated February 8, 2008 issued by the
 Registrar of Companies.
 
 2.  FINANCIAL RESULTS
 
                                                   (Rs. in crores)
 
 Total Income                                            - 
 
 Expenses                                               0.09
 
 Exceptional Item                                      27.16
 
 Loss for the year before tax from
 continuing operations                                  0.09
 
 Loss for the year before tax from
 discontinuing operations                              27.16
 
 Less: Reversal of Deferred Tax Assets                  2.97
 
 Loss for the year after tax from
 discontinuing operations                              30.13
 
 Loss for the year after tax                           30.22
 
 In view of sale of the Pharmaceuticals business and investments under
 the Scheme of Arrangement, the Company did not have any income during
 the year under review. The amount of net loss from discontinuing
 operations has been adjusted against the share premium account pursuant
 to provisions of the Scheme of Arrangement. The profit and loss account
 has balance of Rs. 1.41 crores consequent to transfer of Rs. 1.50
 crores from debenture redemption reserve account.
 
 3.  DIVIDEND
 
 In view of losses during the year, the directors do not recommend any
 dividend for the year under review.
 
 4.  RESPONSIBILITY STATEMENT
 
 The directors confirm:
 
 (i) That in the preparation of the annual accounts for the year under
 review, the applicable accounting standards have been followed and that
 no material departures have been made from the same;
 
 (ii) That they have selected appropriate accounting policies and
 applied them consistently and 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 at the end of March 31, 2008 and of loss for
 the year ended on that date;
 
 (iii) That they 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
 
 (iv) That they have prepared the annual accounts for the year ended on
 March 31, 2008 on a going concern basis.
 
 5.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 In view of sale of the pharmaceuticals business with effect from April
 2, 2007, the Company did not have any activity during the year ended on
 March 31, 2008. Consequently, there is no information to furnish as
 required under section 217(1) (e) of the Companies Act, 1956, read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988.
 
 6.  PARTICULARS OF EMPLOYEES
 
 During the year, none of the employee of the Company was in receipt of
 remuneration prescribed for disclosure under section 217(2A) of the
 Companies Act, 1956.
 
 7.  PUBLIC DEPOSITS
 
 The public deposits held by the Company have been transferred to RPG
 Life Sciences Limited (formerly RPG Pharmaceuticals Ltd.) pursuant to
 the Scheme. Thus, there are no public deposits held by the Company.
 
 8.  SUBSIDIARY COMPANY
 
 During the year under review, Instant Holdings Ltd.  has become
 subsidiary of the Company. However, the accounts as of March 31, 2008
 and the report of the directors and auditors of Instant Holdings
 Limited are not attached pursuant to exemption granted by the Central
 Government. The members are informed that annual accounts of the said
 subsidiary and the related detailed information will be made available
 on request. The accounts of the said subsidiary for the period ended on
 March 31, 2008 are also open for inspection to the members at the
 registered office of the Company.
 
 9.  DIRECTORS
 
 Subsequent to the year under review, Mr. H.V.  Goenka, Mr. C.L. Jain,
 Mr. Ajit Gulabchand, Mr. Niraj Bajaj, Mr. Manoj Maheshwari, Dr. Lalit
 S. Kanodia, Mr. Mahesh S. Gupta, Mr. P.K. Mohapatra, Mr. Dilip Sen and
 Mr. Arvind Vasudeva have ceased to be directors consequent to their
 resignation from the board of the Company.
 
 Mr. P.Sampath, Mr. Suresh Mathew, Mr. H.N.Singh Rajpoot, Mr. J.P.
 Mehrotra and Mr. T.M. Elavia have been appointed as directors in casual
 vacancy caused by resignation of Mr. Dilip Sen, Mr. Ajit Gulabchand,
 Mr. Mahesh S. Gupta, Mr. Niraj Bajaj and Mr. Arvind Vasudeva
 respectively.
 
 Mr. P. Sampath, Mr. Suresh Mathew and Mr. H. N. Singh Rajpoot hold
 office of director until conclusion of ensuing annual general meeting.
 A notice has been received under section 257 of the Companies Act, 1956
 from members of the Company along with requisite deposit for
 appointment of Mr. Suresh Mathew and Mr. H.N.Singh Rajpoot to the
 office of director of the Company. The resolutions for their
 appointment as director of the Company at the ensuing annual general
 meeting, are being placed before the members for approval. None of the
 directors of the Company is related to any other director of the
 Company.
 
 10.  AUDITORS
 
 Ray & Ray, auditors of the Company, hold office until the conclusion of
 the ensuing annual general meeting. Ray & Ray have expressed their
 willingness and confirmed their eligibility for re-appointment as
 auditors of the Company.
 
 11.  AUDITORS REPORT
 
 As regards auditors comments vide paragraph 2 and 12 of annexure to
 their report, your directors have to inform you that (i) the assets
 given on lease could not be physically verified due to certain dispute
 with the lessee; and (ii) prior to the Scheme of Arrangement, the
 Company had internal audit system commensurate with the size and nature
 of the business. However, post Scheme of Arrangement, the Company is in
 the process of redesigning internal audit system and has also appointed
 a firm of Chartered Accountants as internal auditor to assist the
 Company in this area.
 
 12.  CORPORATE GOVERNANCE
 
 A certificate from practising company secretary on compliance of
 conditions of corporate governance is annexed to this report. The
 management discussion and analysis report and compliance report on
 corporate governance as required by clause 49 of the listing agreement
 form part of this annual report.
 
 13.  RISKS AND CONCERN
 
 In view of absence of business activity at present, there are no
 specific risks perceived by the Company. The recent spurt in inflation
 and fall in capital market remains a cause of concern.
 
 14.  INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
 
 The Company has an adequate system of internal controls. The internal
 control system provide for clearly spelt out policy guidelines and
 approval procedures. To supplement internal controls, the Company has
 also appointed a firm of Chartered Accountants as internal auditors to
 carry out audits and report thereon to the audit committee.
 
 15.  MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
 
 All employees in service of the Company on February 5, 2008 have become
 employees of RPG Life Sciences Ltd. (formerly RPG Pharmaceuticals Ltd.)
 without any break in their service and on the terms and conditions not
 less favourable than those applicable whilst in service of the Company.
 
                               For and on behalf of Board of Directors
 
                                               P. Sampath
                                                 Chairman
 
 Place : Mumbai
 Date  : June 30, 2008