The Directors hereby present their Sixteenth Annual Report on the
 business and operations of the Company together with the audited
 statement of accounts for the year ended March 31, 2011:
 
 Financial Highlights
 
 I. Consolidated Financial Information of Edelweiss Capital Limited and
 its subsidiaries:
 
                                                       (Rs. in million)
 
                                                    2010-11     2009-10
 
 Total Income                                     14,911.39    9,777.81
 
 Total Expenditure                                11,411.27    6,449.77
 
 Profit Before Tax                                 3,500.12    3,328.04
 
 Provision for Tax                                 1,030.97      879.22
 
 Profit After Tax                                  2,469.15    2,448.82
 
 Less: Share of Minority Interest                    138.99      157.22
 
 Profit for the year After Minority interest       2,330.16    2,291.60
 
 Add: Surplus brought forward from previous year   6,407.19    5,284.41
 
 Profit available for Appropriation:               8,737.35    7,576.01
 
 Less: Appropriations
 
 Interim Dividend                                    187.98      150.09
  
 Proposed Dividend                                   263.24      600.73
 
 Transfer to Reserves                                493.69      292.63
 
 Dividend Distribution Tax                            75.58      125.37
 
 Surplus carried to the Balance Sheet              7,716.86    6,407.19
 
 Earnings Per Equity Share (Face Value - Re.1 each)
 
 Basic (Rs.)                                           3.10        3.06
 
 Diluted (Rs.)                                         3.00        2.94
 
 
 
 II. Standalone Financial Information of Edelweiss Capital Limited: 
                                                       (Rs. in million)
 
                                                    2010-11     2009-10
 
 Total Income                                      4,487.42    2,455.26
 
 Total Expenditure                                 3,863.71    2,031.81
 
 Profit Before Tax                                   623.71      423.45
 
 Provision for Tax                                    36.46       81.41
 
 Profit After Tax                                    587.25      342.04
 
 Add: Surplus brought forward from previous year      42.76      550.90
 
 Profit available for Appropriation                  630.01      892.94
 
 Less: Appropriations
 
 Interim Dividend                                    187.98      150.09
 
 Proposed Dividend                                   263.24      600.73
 
 Dividend Distribution Tax                            13.83       65.16
 
 Transfer to General Reserve                          58.73       34.20
 
 Surplus carried to Balance Sheet                    106.23       42.76
 
 Earnings Per Equity Share (Face Value - Re.1 each)
 
 Basic (Rs.)                                           0.78        0.46
 
 Diluted (Rs.)                                         0.76        0.44
 
 
 Dividend
 
 Your Directors have recommended a final dividend of Re. 0.35 per share
 (on the face value of Re. 1 each) for the financial year 2010-11.
 
 The payment of the aforesaid dividend is subject to the approval of the
 members to be obtained at the ensuing Annual General Meeting and shall
 be paid to those members whose names appear in the register of members
 of the Company as on the book closure date.
 
 During the year, your Directors had declared and paid an interim
 dividend of Re. 0.25 per share.
 
 The register of members and the share transfer books will remain closed
 from July 11, 2011 to July 25, 2011, both days inclusive. The Annual
 General Meeting of the Company is scheduled to be held on July 25,
 2011.
 
 Share Capital
 
 Subsequent to the approval of the members of the Company at the 15th
 Annual General Meeting held on July 30, 2010:
 
 - Equity shares of the face value of Rs. 5 each were sub-divided into
 equity shares of the face value of Re. 1 each.
 
 - 37,54,95,590 equity shares of the face value of Re. 1 each were
 allotted as bonus shares by capitalising the reserves and securities
 premium of the Company.
 
 During the year under review, the Company had alloted 13,07,350 equity
 shares consequent to the exercise of options granted to the employees
 under the various ESOP Schemes framed by the Company.
 
 Disclosures required as per SEBI (Employee Stock Option Scheme &
 Employee Stock Purchase Scheme) Guidelines, 1999 are given as an
 annexure to this Report.
 
 Information on the status of affairs of the Company
 
 Information on the operational and financial performance, among others,
 is given in the Management Discussion and Analysis Report which is
 annexed to this Report and has been prepared in accordance with Clause
 49 of the Listing Agreement.
 
 Finance
 
 Your Company had raised money through issue of Commercial Papers from
 time to time.
 
 Your Company had obtained credit rating of P1+ from CRISIL for an
 amount of Rs. 42.5 billion with respect to short-term borrowing and
 LAA- from ICRA for an amount of Rs. 5.55 billion, with respect to a
 long-term debt programme.
 
 Public Deposits
 
 Your Company did not accept public deposits during the year under
 review.
 
 Subsidiaries
 
 During the year under review, Anagram Capital Limited (presently known
 as Edelweiss Financial Advisors Limited {EFAL}) became the subsidiary
 of Edelweiss Capital Limited. Consequently, the following companies,
 being the subsidiaries of EFAL, also became the subsidiaries of your
 Company:
 
 - Edelweiss Stock Broking Limited.
 
 - Edelweiss Comtrade Limited.
 
 - Edel Finance Company Limited.
 
 During the year under review, the following companies also became the
 subsidiaries of your Company:-
 
 - Edelweiss Capital Markets Limited.
 
 - Comfort Projects Limited.
 
 - Edelweiss Advisors Limited.
 
 - Edelweiss Investment Advisors Private Limited.
 
 - EW Crossover Advisors LLC.
 
 During the year under review, Arum Investments Private Limited ceased
 to be a subsidiary of the Company.
 
 In terms of the General Circular No. 2/2011 dated February 8, 2011 (the
 Circular) issued by the Central Government under Section 212 of the
 Companies Act, 1956, the Board of Directors of the Company had accorded
 their consent for not attaching the balance sheet of the subsidiaries
 with the accounts of the Company.
 
 Pursuant to the aforesaid Circular, the financial data of the
 subsidiaries have been furnished under ‘Summary of Financial
 information of Subsidiary Companies’ and forms part of this Annual
 Report.
 
 The consolidated financial statements prepared in accordance with the
 Accounting Standard 21 - Consolidated Financial Statements prescribed
 by the Companies (Accounting Standards) Rules, 2006, forms part of this
 Annual Report and are reflected in the consolidated accounts of the
 Company.
 
 The Annual Accounts of the subsidiaries and the related detailed
 information shall
 
 be available to the members of the Company and its subsidiaries on
 request and also for inspection at the Registered Office of the
 Company.
 
 A statement pursuant to Section 212 of the Companies Act, 1956, is set
 out as an annexure to this Report.
 
 EdelGive Foundation
 
 EdelGive Foundation is the strategic philanthropic arm (subsidiary) of
 the Company. EdelGive Foundation offers both financial and capacity
 building support to Non-Profit Organisations (NPOs). It works closely
 with the NPOs to help them overcome organisational development
 challenges, create stronger and more sustainable organisations in the
 social sector.
 
 Directors
 
 In accordance with the requirements of the Companies Act, 1956, Mr.
 Narendra Jhaveri and Mr. P. N. Venkatachalam, Directors of the Company
 retire by rotation at the ensuing Annual General Meeting and, being
 eligible, have offered themselves for re-appointment.
 
 Mr. Navtej S. Nandra resigned from the Board of the Company w. e. f.
 July 6, 2010.  The Board wishes to place on record its appreciation for
 the valuable contribution made by Mr. Nandra during his tenure as a
 member of the Board.
 
 Mr. Sanjiv Misra was appointed as an Additional Director of the Company
 w.e.f. May 16, 2011. He holds office upto
 
 the ensuing Annual General Meeting. The approval of the members for
 appointing Mr. Misra as Director of the Company is sought at the
 ensuing Annual General Meeting.
 
 Particulars of Employees
 
 The information required under Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended from time to time, forms part of this Report. In terms of the
 provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
 Report and Accounts are being sent to the members of the Company
 excluding the aforesaid information.
 
 Any member interested in obtaining a copy of this information under
 section 217(2A) of the Companies Act, 1956, may write to the Company
 Secretary, at the Registered Office of the Company.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings/Outgo
 
 The provisions of Section 217(1)(e) of the Companies Act, 1956 read
 with the Companies (Disclosure of the Particulars in the Report of the
 Board of Directors) Rules, 1988 relating to conservation of energy and
 technology absorption is not applicable to the Company.
 
 Foreign exchange earnings and outgo (including dividend) during the
 year under review were Rs. 114.40 million (Previous
 
 year Rs. 103.62 million) and Rs. 46.79 million (Previous year Rs.
 288.70 million) respectively.
 
 Auditors
 
 BSR & Associates, Chartered Accountants, the auditors of the Company,
 hold office until the conclusion of the ensuing Annual General Meeting
 and are eligible for re- appointment. The members are requested to
 consider their re-appointment for the current financial year 2011-12
 and authorise the Board of Directors to fix their remuneration. The
 retiring auditors have, under Section 224 (1B) of the Companies Act,
 1956, furnished certificate of their eligibility for the
 re-appointment.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
 Governance together with the Auditor’s Certificate on compliance in
 this regard forms part of this Annual Report.
 
 Directors’ Responsibility Statement
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
 confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 (ii) we have selected such accounting policies and have 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 and of the profit of the
 Company for that period and changes in the accounting policies are
 stated in the notes to accounts;
 
 (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.
 
 Acknowledgment
 
 The Board of Directors wishes to place on record appreciation for the
 continued support and co-operation extended by Banks, Securities and
 Exchange Board of India, the Reserve Bank of India, the Stock
 Exchanges, other government authorities and other stakeholders. Your
 Directors would also like to take this opportunity to express their
 appreciation for the dedicated efforts of the employees of the Company.
 
 
 
                            For and on behalf of the Board of Directors 
                                              Edelweiss Capital Limited
 
 
                                                           Rashesh Shah 
                                         Chairman and Managing Director
 
 
 May 16, 2011