The Members,
 
 The Directors present the Twenty Third Annual Report of your Company
 together with the Audited Statement of Accounts for the year ended 31st
 March, 2011.
 
 Financial Performance
 
                                (Rs in Million, except per share data)
 
                                        Current year    Previous year
 
 Particulars                                 2010-11          2009-10
 
 Total Income                               4,997.51         6,481.78
 
 Total Operating Expenditure                2,270.53         1,950.97
 
 EBITDA                                     2,726.98         4,530.81
 
 Interest                                       7.04             0.16
 
 Depreciation/Amortization                    110.89            58.92
 
 Profit before tax and exceptional item     2,609.05         4,471.73
 
 Exceptional item                           2,091.65                -
 
 Profit before tax                            517.40         4,471.73
 
 Provision for taxation                      (401.95)        1,028.07
 
 Profit after Tax                             919.35         3,443.66
 
 Add: Balance b/f from previous Year       13,759.28        11,095.99
 
 Balance Available for appropriation       14,678.63        14,539.65
 
 Appropriations
 
 Final dividend (proposed)                     92.16            92.16
 
 Interim dividend                             276.47           275.72
 
 Tax on dividend                               60.51            62.49
 
 Transfer to General Reserve                  124.00           350.00
 
 Balance C/f to Balance Sheet              14,125.49        13,759.28
 
 Earnings per share
 (before exceptional item & tax 
 effect there on)
 Basic (Rs)                                    49.92            74.97
 
 Diluted (Rs)                                  49.92            74.96
 
 Earnings per share
 
 (after exceptional item)
 
 Basic (Rs)                                    19.95            74.97
 
 Diluted (Rs)                                  19.95            74.96
 
 Results of Operations
 
 During the year, the total revenue of the company is at Rs 3,308.89
 million (net of excise duty) against total revenue of Rs 3,069.87
 million in the previous year, an increase of 7.8%. The total profit
 after tax is Rs 919.35 million against profit after tax of Rs 3,443.66
 million in the previous year.
 
 Business Overview: Fiscal Year 2010-11
 
 Your Group has three business verticals – Technology, Exchange &
 Ecosystem – comprising a network of 9 tech- centric Exchange Ventures
 and 5 Ecosystem Ventures, which together connect financial markets in
 the fast-growing economies of Africa, Middle East, India and South-East
 Asia; precisely the vision of Mr. Jignesh Shah, Chairman & Group CEO –
 that of creating a financial ecosystem on the backbone of technology,
 aimed at broadening and deepening the markets, thereby driving
 financial inclusion.
 
 In the Technology vertical, your Group offers technology IP to create
 and trade on next-generation financial markets across diverse asset
 classes. During the year, your Company deployed a new version of its
 Exchange Technology suite at MCX, MCX-SX, NSEL, SMX and GBOT.
 
 In Brokerage Solutions, ODIN – your Company''s flagship product in
 broking solutions – continues to be ranked as No. 1 front-end
 electronic trading platform with over 80% market share in India, having
 bagged more than 6,40,000 licenses. Your Company believes that the
 ODINTM 64-bit version has delivered an increase in performance,
 scalability and compatibility of our flagship product. It released new
 features in ODIN (Greek Neutralizer, an advanced component for option
 traders to neutralize the Delta, Gamma and Vega) for the traded
 portfolio. It has also introduced Advanced Charting, a new charting
 module in ODINTM that enables tapping profit- making opportunities
 effectively.
 
 The highlight of the year under review was the launch of 3
 international exchanges – Singapore Mercantile Exchange (SMX) in
 Singapore, Global Board of Trade (GBOT) in Mauritius and Bahrain
 Financial Exchange (BFX) in Bahrain – aimed at enabling trading in a
 wide spectrum of asset classes in the regions in which they operate.
 With this commendable achievement, your Company has well established
 itself as the creator and operator of modern and tech-centric exchanges
 across the fast-growing economies of Asia, Middle East and Africa.
 While MCX continues its leadership position in India''s commodity
 futures market with an 82% market share, Indian Energy Exchange (IEX)
 and National Spot Exchange of India (NSEL) command an 87% and 99%
 market share, respectively.
 
 Through its Ecosystem vertical, your Company addresses upstream and
 downstream opportunities around financial exchanges including
 warehousing, collateral management, information vending, and payment
 gateways, among others, with a dominant position in some of its
 ecosystem ventures, such as National Bulk Handling Corporation (NBHC),
 atom Technologies and TickerPlant.
 
 More information on all the three verticals can be accessed in the
 section on Management Discussion & Analysis (MD&A).
 
 Dividend
 
 During the year under review, your Company paid three interim dividends
 totaling Rs 276.47 million (Rs 6 per share on par value of Rs 2 per
 share i.e. 300%). The Directors recommended a final dividend of Rs 2
 per share i.e. 100% on par value of Rs 2, subject to the approval of
 the shareholders at the ensuing Annual General Meeting. The total
 dividend – including interim and final – aggregated Rs 8 per share,
 i.e.  400% on par value of Rs 2 each for the financial year ended March
 31, 2011 (previous year Rs 8 per share on par value of Rs 2 each i.e.
 400%). The total appropriation on account of interim and final dividend
 and tax thereon amounts to Rs 429.14 million.
 
 The final dividend, if approved, will be paid to those members whose
 names appear in the Register of Members as on the date of the Annual
 General Meeting.
 
 The break-up of the dividend payouts are as under:
 
                        (Rs in Million except dividend per share data)
 
                                       Interim     Final     Total
 
                                     Dividends  Dividend
 
                   1rd        2rd         3rd
                                                Proposed
               Interim    Interim     Interim
 
 Dividend       Rs  2       Rs  2       Rs  2      Rs  2     Rs  8
 per share
 
 Dividend       92.16       92.16       92.15      92.16    368.63
 
 Tax            15.31       15.31       15.31      14.58     60.51
 
 TOTAL         107.46      107.46      107.46     107.11    429.14
 
 Transfer to Reserves
 
 The Company proposes to transfer Rs 124 million to General Reserve out
 of the amount of Rs 14,678.63 million available for appropriations and
 an amount of Rs 14,125.49 million is proposed to be retained in Profit
 and Loss Account.
 
 Share Capital and Foreign Currency Convertible Bonds (FCCBs)
 
 a) Equity
 
 There was no change in the Share Capital of the Company during the year
 under review. As on March 31, 2011, the paid-up Share Capital of your
 Company stood at Rs 92.16 million comprising 46,078,537 equity shares
 of Rs 2 each.
 
 b) Zero Coupon Foreign Currency Convertible Bonds (ZCCBs)
 
 As on March 31, 2011, 90,500 ZCCBs having face value of US$ 1,000 each
 were outstanding.
 
 Investment
 
 At the end of year, your Company''s Investment stood at Rs 18,607.08
 million, as compared to Rs 20,019.48 million in the previous year. The
 total investment mainly comprised of investment in mutual funds,
 subsidiaries, joint venture and associate companies. For more details,
 please refer to the attached audited financial statements.
 
 Infrastructure
 
 During the year, your Company consolidated its operations by shifting
 its rented/leased premises to owned state-of-the-art facility
 admeasuring 1.56 lakh sq. ft. at FT Tower, CTS No. 256 & 257, Suren
 Road, Chakala, Andheri (E), Mumbai - 400 093.  During the year, your
 Company commenced its operations from SEEPZ, MIDC, Andheri (E), Mumbai
 – 400 096, which will accommodate over 250 seats.
 
 Human Resource Development
 
 At the Financial Technologies Group, the Human Resource (HR) function
 is to develop and sustain a culture where every employee is recognized
 and valued for their contribution and good work. Your Company believes
 in attracting and retaining people by providing a combination of
 benefits, such as personal growth and performance-based compensation to
 them. Your Company is committed to create a favorable work environment
 which motivates performance and provides opportunity and growth to all
 its employees. Your Company takes utmost care to ensure a comfortable
 working environment and provide the best available facilities, viz.,
 library, gymnasium, cafeteria, etc.  to the employees.
 
 As of March 31, 2011, the total employee strength (excluding Group
 Companies) stood at 1,138.
 
 Awards and Recognition Some of the awards your Company won during the
 year are:
 
 - Awarded Excellence in HR through Technology and Award for Innovation
 in Recruitment at 5th Employer Branding Awards organized by World HRD
 Congress 2011 in February 2011.
 
 - Awarded 1st Achievers and Leaders Award for Excellence in Talent
 Management at SIAS Partnership Summit and Achievers Awards in December
 2010.
 
 - In 3rd publication of World HRD Congress awarded as Most Powerful HR
 Professionals of India in October 2010.
 
 - Awarded the title at Asia''s Best Employer Brand Awards in July 2010.
 
 Your Group Companies won the following awards:
 
 - MCX was awarded Best Commodity Exchange of the Year from Bombay
 Bullion Association in 2010
 
 - MCX received the ''Financial Inclusion Award 2011'' from SKOCH
 Foundation
 
 - MCX bagged FICCI Socio Economic Development Foundation (SEDF)
 Corporate Social Responsibility Award 2009-10
 
 - MCX received the NASSCOM Foundation Social Innovation Honors 2010
 
 - MCX won 5th INDY''S Awards under the category of Best in Corporate
 Social Responsibility Practice
 
 - NSEL won FOW Award for Innovation 2010 under the category Best
 Exchange in Product Innovation in the field of product design in South
 East Asia and Australasia. NSEL is the first Indian exchange across all
 asset classes to bag this award.
 
 - atom bagged the ''Financial Inclusion Award 2011'' from SKOCH
 Foundation
 
 Subsidiaries During the year
 
 A.  Your Company incorporated/set up two subsidiary Companies namely:
 
 a) Financial Technologies Projects Pvt.  Ltd.  (FTPPL), Mauritius,
 incorporated on April 23, 2010, and
 
 b) FT Projects Ltd.  (FTPL) incorporated on May 18, 2010, in India.
 
 B.  Your Company exited as JV Partner of SAFAL National Exchange of
 India Limited by entering into a settlement along with MCX and Mother
 Dairy Fruit and Vegetable Private Limited (Mother Dairy) inter alia
 agreeing to terminate the joint venture and to amalgamate Safal with
 Mother Dairy.
 
 The Central Government has granted general exemption from complying
 with Section 212 of the Companies Act, 1956 to all companies vide
 Notification number 5/12/2007-CL-III dated February 8, 2011.
 
 In terms of the exemption vide notification as stated above, the
 Balance Sheet, Profit and Loss Account, Report of the Board of
 Directors and Auditors of the Subsidiaries have not been attached with
 the Annual Report of the Company.
 
 The Annual Accounts of the subsidiary companies will be made available
 upon request by any shareholder of the Company interested in obtaining
 the same. Pursuant to Accounting Standard AS-21 issued by the Institute
 of Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company includes financial information of its
 subsidiaries.
 
 Related Party Transactions
 
 Your Company, as a part of its core business strategy, promotes and
 invests in new ventures that utilize your Company''s technological
 capabilities and domain expertise towards creating world-class
 enterprises in nature of Exchanges and Ecosystem Ventures. As a matter
 of policy, your Company carries out transactions with related parties
 on an arm''s length basis.
 
 Statement of these transactions appears in the Notes to Accounts
 attached in compliance of Accounting Standard No.  AS-18.
 
 Employees Stock Option Plan (ESOP)
 
 During the year under review, ESOP 2005 Scheme ceases, hence the number
 of options in force and outstanding under ESOP 2005 Scheme as at the
 end of the year are ''NIL''.
 
 In the current year there are no transactions. Requisite disclosure
 including previous year in respect of the Employee Stock Option Scheme
 2005 in terms of Guidelines of the Securities and Exchange Board of
 India (Employee Stock Option Scheme and Employee Share Purchase Scheme)
 Guidelines 1999 has been provided in Annexure B in this Report.
 
 The consent of the Shareholders was obtained for ESOP-2009 and
 ESOP-2010 Schemes, but the Schemes are yet to be implemented by your
 Company.
 
 Quality
 
 With an ongoing quest to achieve excellence in products and services
 offered, your Company continues to monitor and maintain its effective
 and well-designed Quality Management Framework. This Framework is
 aligned to the business objectives of the organization and thus ensures
 that your Company is focused on providing the appropriate assurances to
 its stakeholders and clients. Your company also has adequate Risk
 Management practices implemented to ensure that uninterrupted services
 are provided to its customers.
 
 Your Company has undertaken a continuous journey towards Quality and is
 committed to improve its already existing robust processes and delivery
 for quality products and services. It is this commitment that has
 resulted in your Company being re-certified for the ISO 9001:2008
 certification for its Quality Management System.
 
 Further, your Company endeavors to deliver secure, reliable and
 effective solutions to its customers, thereby ensuring confidentiality,
 integrity and security of customer information and data. Aligned to
 this goal, your Company has also got itself re-certified for the
 ISO/IEC 27001:2005 (Information Security Management) certification
 during this year. These certifications affirm its vision of becoming a
 globally recognized organization that provides high quality software
 and business solutions and also indicates our commitment towards being
 a ''Quality Driven'' organization.
 
 Risk Management
 
 During the year, the Risk Management Committee (RMC) met twice. The RMC
 was constituted to assist the Board in overseeing responsibilities with
 regard to identification, assessment, control/mitigation and
 escalation/monitoring of risks. The RMC is mandated to review, upgrade
 and penetrate the process to address and minimize the operational and
 other risks associated with the Company, its Group Entities and
 Business Units on a continuous basis.
 
 Insurance
 
 Your Company''s land and building, equipments, automobiles, stores and
 spares etc. are adequately insured against major risks. Your Company
 also has appropriate insurance cover primarily for error & omission and
 directors & officers'' liability, apart from life, mediclaim and
 accident insurance for all the employees.
 
 Internal Audit and Controls
 
 The findings of the Internal Auditors during the year are discussed
 with the process owners and suitable corrective and proactive actions
 have been taken, as per the directions of the Audit Committee on an
 on-going basis to improve operational efficiencies.
 
 Corporate Governance
 
 Your Company is committed to good Corporate Governance practices. The
 report on Corporate Governance, stipulated by Clause 49 of the Listing
 Agreement, is annexed hereto, and forms a part of this Annual Report.
 
 A Certificate from the Auditors of the Company regarding compliance
 with Corporate Governance norms, as stipulated in Clause 49 of the
 Listing Agreement, is annexed to the report on Corporate Governance.
 
 Management Discussion and Analysis Statement
 
 Management Discussion and Analysis Statement is attached separately
 with this Report.
 
 Corporate Social Opportunity
 
 This year, too, your Company made a significant impact on the society
 and community at large. Being strongly committed towards Corporate
 Social Opportunity (CSO), your Company''s Management has supported
 various community initiatives, touching many lives by supporting social
 and healthcare projects.  Some of these activities are as follows:
 
 - Participated in Standard Chartered Marathon 2011''s Yuva Parivartan,
 which works to empower deprived dropouts and youth to earn a livelihood
 and become useful citizens.
 
 - Launched School=Lunch Drive: Financial Technologies Group (FTG) was
 amongst the top 2 companies to have donated Rs 2.62 Lakh to ISKCON Food
 Relief Foundation.
 
 - Launched 4th All India Blood Donation Drive with 356 blood units
 collected.
 
 - Observed HIV-AIDS Day, held workshops for female employees and
 community, participated in Awareness on HIV Prevention.
 
 - Launched Joy of Giving Week with participation in Mobile Creches,
 workshops on toy making and cloth donation drive.
 
 - Launched Savings Campaign on Postal Recurring Deposit, in association
 with India Post.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956, and the
 Company''s Articles of Association, Mr. P. G. Kakodkar and Mr.
 Chandrakant Kamdar, Directors of your Company, retire by rotation at
 the ensuing Annual General Meeting (AGM) and being eligible, offer
 themselves for re-appointment.  During the year, the Board of Directors
 appointed
 
 Mr. C. M. Maniar as Additional Director (as Non-Executive &
 Independent). As per the provisions of Section 260 of the Companies
 Act, 1956, Mr. Maniar holds office up to the date of the forthcoming
 AGM of the Company. Your Company has received notice under Section 257
 of the Act, along with requisite deposit in respect of Mr. Maniar,
 proposing his appointment as Director of the Company.
 
 As per the information available with the Company, none of the
 Directors of the Company are disqualified for being appointed as a
 Director as specified in Section 274 of the Companies Act, 1956, as
 amended.
 
 Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, the
 Directors hereby confirm:
 
 a.  that applicable accounting standards have been followed along with
 the explanation relating to material departures during the preparation
 of the annual accounts
 
 b.  that they have selected such accounting policies and applied them
 consistently and they have made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the
 Company affairs, and profit or loss of the Company, at the end of the
 financial year
 
 c.  that they have taken proper and sufficient care to maintain
 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
 
 d.  that they have prepared the annual accounts on a going concern
 basis.
 
 Auditors
 
 M/s. Deloitte Haskins & Sells - Chartered Accountants, the Statutory
 Auditors, will hold office until the conclusion of the ensuing Annual
 General Meeting. The Company has received necessary certificate from
 the Auditors, pursuant to Section 224(1B) of the Companies Act, 1956
 regarding their eligibility for re-appointment. The members are
 requested to consider appointment of M/s. Deloitte Haskins & Sells as
 the Statutory Auditors at the ensuing Annual General Meeting.
 
 Statutory Information 
 
 i.  Fixed Deposits
 
 During the year, your Company has not accepted or invited any deposits
 from public.
 
 ii.  Particulars of Employees
 
 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 name and other particulars of the employees are
 required to be set out in the Annexure to the Directors'' Report.
 However, as per the provisions of Section 219(1)(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.
 Members who are interested in obtaining such particulars may write to
 the Company at its Registered Office.
 
 iii.Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 The particulars as prescribed under sub-section (1)(e) of Section 217
 of the Companies Act, 1956, read with Companies (Disclosure of
 particulars in report of the Board of Directors) Rules, 1988, are given
 in Annexure A of this Report.
 
 iv. Group for Inter-se Transfer of Shares
 
 As required under Clause 3(e) of the Securities and Exchange Board of
 India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997, persons constituting Group (within the meaning as defined in
 the Monopolies and Restrictive Trade Practices Act, 1969) for the
 purpose of availing exemption from the provisions of Regulations 10 to
 12 of the aforesaid SEBI Regulations. The list of Group
 Companies/Associates/Joint Ventures is enclosed and forms part of this
 Annual Report.
 
 v.  Special Business
 
 As regards the items mentioned in the Notice of the Annual General
 Meeting related to Special Business, the resolutions incorporated in
 the Notice and the Explanatory Statement relating thereto, fully
 indicate the reasons for seeking the approval of members to those
 proposals. Members'' attention is drawn to these items and Explanatory
 Statement annexed to the Notice.
 
 Acknowledgement
 
 Your Directors place on record their gratitude to the Central
 Government, State Government, clients, vendors, financial institutions,
 bankers and business associates for their assistance, co- operation and
 encouragement they extended to your Company.
 
 For the continuing support and unstinting efforts of shareholders,
 Investors, business associates and employees in ensuring an all-round
 operational performance, your directors also wish to place on record
 their sincere thanks and appreciation.
 
 Place: Mumbai                                      Dewang Neralla
 
 Date: 10th August, 2011                       Whole-time Director