Edelweiss Capital

The Directors have great pleasure in presenting the 13th Annual Report
 together with the audited accounts of your Company for the year ended
 March 31, 2008.
 
 Financial Highlights
 
 I Consolidated Financial Information of Edelweiss Capital Limited and
 its Subsidiaries:
 
                                                (Rs, in million)
 
                                    Year ended March 31   2008     2007
 
 Total Income                                        10,888.54  3,717.60
 
 Total Expenditure                                    6,421.56  1.971.05
 
 Profit Before Tax                                    4,466.98  1,746.55
 Provision for Tax 
 (including Deferred Tax and Fringe Benefit Tax)      1,540.22    645.98
 
 Prof it After Tax                                    2,926.76  1,100.57
 
 Less: Share of Minority Interest                       194.36      1.67
 
 Consolidated Profit for the Group                    2,732.40  1,098.90
 
 Earning per share (Face Value - Rs. 5/-)
 Basic (Rs.)                                             42.29     22.34
 Diluted (Rs.)                                           39.99     20.76
 
 In line with Accounting Standard 21 prescribed by the Companies
 (Accounting Standards) Rules, 2006, the consolidated financial results
 of your Company along with its Subsidiaries for the year ended March
 31, 2008 are attached to this report.  The consolidated profit after
 tax for the year was Rs. 2,732.40 million and the net worth (including
 minority interest) was Rs. 23,274.11 million.
 
 II     Standalone Financial Information of Edelweiss Capital Limited:
 
                                                       (Rs. in million)
 
                                      Year ended March 31 2008     2007
 
 Total Income                                      1,876.67      753.75
 
 Total Expenditure                                 1,483.56      388.68
 
 Profit Before Tax                                   393.11      365.07
 
 Provision for Tax 
 (including Deferred Tax and Fringe Benefit Tax)     105.36       94.44
 
 Profit After Tax                                    287.75      270.63
 
 Add: Surplus brought forward from previous year     499.07      268.35
 
 Profit available for appropriation                  786.82      538.98
 
 Appropriations                                      233.26       39.91
 
 Surplus carried to Balance Sheet                    553.56      499.07
 
 Dividend
 
 Your Directors recommend a dividend of 40% (i.e., Rs. 2/- per share) on
 74,933,155 equity shares of the face value of Rs. 5/- each for the year
 ending March 31, 2008.
 
 The register of members and share transfer books will remain closed
 from July 4, 2008 to July 14, 2008, both days inclusive.  The Annual
 General Meeting of the company has been scheduled to be held on July
 11, 2008.
 
 Share Capital
 
 Your Company has increased its authorised share capital from Rs. 100
 million to Rs. 520 million and also consolidated the face value of its
 shares from Re. 1 to Rs. 5. Your Company also issued fully paid up
 Bonus Equity Shares in the ratio of 1:1 and 2:1 on June 5, 2007 and
 July 21, 2007 respectively.
 
 During the year under review, your Company has made preferential
 allotment of 602,120 Equity Shares of face value of Rs. 5/- each and
 made an Initial Public Offering of 8,386,147 Equity Shares at the rate
 of Rs. 825/- per share and the shares of the Company were listed at the
 Bombay Stock Exchange Limited and the National Stock Exchange of India
 Limited. 11,400 Equity Shares were also issued under Edelweiss Employee
 Stock Incentive Plan 2007 pursuant to exercise of vested options.
 Further, 3,447,950 compulsorily convertible preference shares of Re.
 1/- each of the Company were converted into Equity Shares resulting in
 12,029,316 fully paid Equity Shares of the face value of Rs. 5/- each.
 
 Information on status of Companys Affairs
 
 Information on operational and financial performance, etc., is also
 given in the Management Discussion and Analysis Report which is annexed
 to the Directors Report and has been prepared in compliance with the
 terms of Clause 49 of the Listing Agreement with Indian Stock
 Exchanges.
 
 ESOP
 
 The information required as per the SEBI (Employee Stock Option Scheme
 & Employee Stock Purchase Scheme) Guidelines, 1999 is given by way of
 an anhexure to this report.
 
 Public Deposits
 
 Your Company did not accept any public deposits during the year under
 review.  Subsidiaries
 
 Your Company had the following Subsidiaries as at March 31, 2008:
 
 1.  Edelweiss Securities Limited
 
 2.  ECL Finance Limited
 
 3.  Crossborder Investments Private Limited
 
 4.  Edelweiss Insurance Brokers Limited
 
 5.  ECAL Advisors Limited
 
 6.  Edelweiss Trustee Services Private Limited
 
 7.  Edelcap Securities and Transaction Services Private Limited
 
 8.  Edelweiss Financial Products & Solutions Limited
 
 9.  Edelweiss Asset Management Limited
 
 10.  Edelweiss Trusteeship Company Limited
 
 11.  Edelweiss Asset Reconstruction Company Limited
 
 12.  ECap Equities Limited
 
 13.  Edelcap Securities Limited
 
 14. Edelweiss Investment and Advisory Services Limited
 
 15.  Edelweiss Capital USA, LLC
 
 16.  EC Global Limited
 
 The Company has obtained exemption from the Central Government under
 Section 212(8) of the Companies Act, 1956 from attaching the Balance
 Sheet, Profit & Loss Account, Report of the Board of Directors and the
 Report of the Auditors of the Subsidiary Companies with the Annual
 Report, as required under Section 211/212 of the Companies Act, 1956,
 vide Order No.  47/236/2008-CL-lll dated May 7, 2008, The Company will
 make available the annual accounts of the Subsidiary Companies and the
 related detailed information to the investors of the Holding Company
 seeking such information at any point of time. The annual accounts of
 the Subsidiary Companies will be kept for inspection by any investor at
 the Registered and Corporate Offices of the Company and its Subsidiary
 Companies.
 
 After March 31, 2008, a new subsidiary company was incorporated in the
 name of Edelweiss Alternative Asset Advisors Limited in India and two
 new subsidiary companies were incorporated in Singapore, viz.,
 Edelweiss Capital (Singapore) Pte.  Ltd. and Edelweiss International
 (Singapore) Pte. Ltd.
 
 In accordance with Accounting Standard (AS-21) on Consolidated
 Financial Statements, your Directors have pleasure in attaching the
 audited Consolidated Financial Statements, which form part of the
 Annual Report.
 
 Directors
 
 Mr. Sunil Wadhwani and Mr. Kunnasagaran Chinniah retire by rotation at
 the ensuing Annual General Meeting and being eligible offer themselves
 for reappointment.
 
 Particulars of Employees
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules, 1975, as amended, is
 given in the Annexure forming part of this Report. However, as per the
 provisions of Section 219(1 )(b)(iv) of the said Act, the Report and
 Accounts are being sent to all shareholders of the Company excluding
 the statement of particulars of employees u/s 217(2A) of the said Act.
 Any shareholder interested in obtaining a copy of this statement may
 write to the Company Secretary, at the Registered Office of the
 Company.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings/Outgo
 
 The requirement of disclosure, in terms 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 the steps taken for conservation of energy or technology
 absorption is not applicable to the Company as the Company does not own
 any manufacturing facility.
 
 Foreign exchange earnings and outgo (including dividend payouts) during
 the year under review were Rs. 51.73 million (Previous year Rs. 30.30
 million) and Rs. 261.45 million (Previous year Rs. 19.65 million)
 respectively.
 
 Auditors
 
 M/s. B S R & Associates, Chartered Accountants, retire at the ensuing
 Annual General Meeting, and being eligible offer themselves for
 re-appointment. The Company has received a certificate from them to the
 effect that their re-appointment, if made, would be within the limits
 prescribed under Section 224 (1B) of the Companies Act, 1956.
 
 The observations of the Auditors in the Audit Report, if any, are
 explained wherever necessary in the appropriate notes to accounts and
 are self explanatory.
 
 Corporate Governance
 
 In terms of Clause 49 of Listing Agreement with the Indian Stock
 Exchanges, a certificate from a Practising Company Secretary on
 compliance of conditions of Corporate Governance is annexed to
 Directors Report. A report on Corporate Governance as provided in
 Clause 49 of the Listing Agreement is included in the Annual Report.
 
 Directors Responsibility Statement
 
 In pursuance of Section 217(2AA) of the Companies Act, 1956, the
 Directors state, as an averment of their responsibility, that:
 
 (i) The Company has, in the preparation of the annual accounts,
 followed the applicable accounting standards along with proper
 explanations relating to material departures, if any;
 
 (ii) The Directors have selected such 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
 as at March 31, 2008 and of the profit or loss of the Company for the
 year ended March 31, 2008;
 
 (iii) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 (iv) The Directors have prepared the annual accounts for the financiaL
 year ended March 31, 2008 on a going concern basis.
 
 Acknowledgement
 
 The Board expresses its sincere gratitude for the continued support and
 guidance received by the Company from the Securities and Exchange Board
 of India, the Reserve Bank of India, the Stock Exchanges and other
 government and regulatory agencies. The Board would like to acknowledge
 the continued support of its bankers, vendors, clients and investors.
 The Directors also wish to place on record their gratitude and
 appreciation of the employees hard work, dedication, team work and
 professionalism which made the phenomenal growth possible year after
 year.
 
                          For and on behalf of the Board of Directors
 
 Place: Mumbai                                   Rashesh Shah
 Date : May 16, 2008                     Chairman & Managing Director