A.  NATURE OF OPERATIONS
 
 1.  Future Capital Holdings Limited (the ''Company'') is a Non Banking
 Financial Company. The Company was incorporated on October 18, 2005 and
 has received a Certificate of Registration from the Reserve Bank of
 India (''RBI'') on April 10, 2006 to commence / carry on the business of
 Non-Banking Financial Institution without accepting public deposits.
 
 2.  Scheme of Arrangement and Amalgamation
 
 The Board of Directors at its meeting held on November 2, 2010,
 approved a Scheme of Arrangement between Future Capital Financial
 Services Limited (FCFSL), Future Capital Holdings Limited (FCH) and
 their respective shareholders (Scheme), inter- alia in terms of which
 FCFSL has merged with FCH, under the provisions of Section 391 to 394,
 read with Sections 78,100 to 103 of the Companies Act, 1956. The
 Appointed Date under the Scheme is March 1, 2011. The Scheme has been
 approved by the Shareholders of the Company and by the Hon''ble High
 Court of Judicature at Bombay vide its order dated June 17, 2011. The
 Company has filed the court order approving the Scheme with the
 Registrar of Companies (''ROC'') on June 29, 2011, Mumbai as required
 under Section 391 of the Companies Act. The said scheme became
 effective from June 29, 2011 but operative with retrospective effect
 from March 1, 2011, the appointed date. Pursuant to the Scheme:
 
 a) FCFSL has been amalgamated with FCH under the pooling of interest
 method;
 
 b) Since FCFSL is a wholly owned subsidiary of the Company, no
 consideration has been paid against the net assets acquired.
 
 c) Pending the scheme becoming effective FCFSL has, in trust, carried
 on the business from March 1, 2011 to March 31, 2011.
 
 The accounting treatment as prescribed under the scheme in respect of
 the difference between the investment value of FCFSL in the books of
 FCH and the net assets acquired from FCFSL is adjusted in the
 Securities Premium of FCH.
 
 1.  Contingent liabilities and commitments
 
 a.  Contingent Liabilities not provided for in respect of:
 
                                                          (Amount in Rs.)
 
 Particulars                                     As at            As at
                                        March 31, 2011   March 31, 2010
 
 Guarantees given by the Company on 
 behalf of a subsidiary company              Nil         6,730,224,621
 
 Income-tax matters under dispute         8,199,480          4,520,786
 
 
 2.  Details of dues to Micro, Small and Medium Enterprises as per MSMED
 Act, 2006
 
 The Company did not have any transactions with Small, Micro and Medium
 Enterprises as defined under Micro, Small and Medium Enterprises
 Development Act, 2006 and hence there are no amounts due to such
 undertakings. The identification of units is based on the management''s
 knowledge of their status.
 
 3.  Post-employment benefit plans:
 
 The Company has a defined benefit gratuity plan. Every employee who
 has completed five years or more of service gets a gratuity on
 departure at 15 days salary (last drawn) for each completed year of
 service. Gratuity expense has been included in Salaries, wages and
 allowances under Personnel expenses.
 
 The estimates of future salary increases, considered in actuarial
 valuation, take account of inflation, seniority, promotion and other
 relevant factors, such as supply and demand in the employment market.
 There are no material experience adjustment during the year.
 
 Since the Company has not funded its gratuity liability there are no
 returns on the planned assets and hence the details related to changes
 in fair value of assets have not been given.
 
 4.  Employee Stock Option Scheme (''ESOS'')
 
 ESOS 2007
 
 Pursuant to ESOS 2007 the Company had granted options in respect of
 1,000,000 equity shares to the eligible employees at an exercise price
 of Rs. 178. The original vesting period for the options was modified
 from three years ending in October/November 2010 to December 15, 2009
 by the remuneration committee vide its meeting held on December 11,
 2009.
 
 ESOS 2008
 
 Pursuant to ESOS 2008 the Company had granted options in respect of
 948,500 equity shares to the eligible employees at an exercise price of
 Rs. 102. The vesting period for options was modified from three years
 ending on March 31, 2012 to March 31, 2010 by the remuneration
 committees vide its meeting held on December 11, 2009.
 
 5.  Segmental Reporting
 
 Pursuant to the Scheme the Company has organized its operations into
 three major business verticals: Retail Financial Services, Wholesale
 credit services and Investment Advisory services. A description of the
 types of products and services provided by each reportable segment is
 as follows:
 
 Retail Financial Services:
 
 Under the retail financial service category, the Company provides (i)
 property loans (ii) gold loans and (iii) consumer durable loans (iv)
 broking and wealth management
 
 Wholesale credit and Treasury:
 
 The wholesale credit business uses our proprietary balance sheet to
 build a unique structured credit business that focuses on mezzanine,
 promoter and project financing as well as other special situations
 related financing. The treasury operations ensure liquidity for
 business and manage investment of surplus funds to optimize returns
 within the approved risk management framework.
 
 Investment Advisory:
 
 The Company provides investment advisory services to its clients. These
 investment advisory services include investment analysis, research and
 investment recommendations.
 
 Geographical Segments :
 
 The Company has identified geographical segments as within India and
 outside India.
 
 For Segment Information - Refer Annexure 1
 
 6.  Related Party Disclosure:
 
 Names of related parties where control exists irrespective of whether
 transactions have occurred or not
 
 Relationship      Name of the Party
 
 Holding Company   Pantaloon Retail (India) Limited
 
 Subsidiaries      Kshitij Investment Advisory Company Limited
 
                   Future Securities and Advisors Limited
 
                   (formerly Ambit Investment Advisory Company Limited)
 
                   Myra Mall Management Company Limited
 
                   Future Capital Financial Services Limited
 
                  (upto February 28, 2011 thereafter merged with Future
                   Capital Holdings Limited)
 
                  Future Hospitality Management Limited
 
                  Future Capital Investment Advisors Limited
 
                  Future Finance Limited
 
                  Kshitij Property Solutions Private Limited
 
                  Axon Development Solutions Limited
 
                  Anchor Investment and Trading Private Limited 
                  (w.e.f. October 14, 2010)
 
                  Future Capital Home Finance Private Limited 
                 (w.e.f. December 23, 2010)
 
                  FCH Centrum Wealth Managers Limited 
                  (w.e.f. March 29, 2011)
 
 
 Joint Ventures  Realterm FCH Logistics Advisors Private Limited (upto
                 December 31, 2009)
 
                 FCH CentrumDirect Limited (upto March 28, 2011) 
 
                 FCH Centrum Wealth Managers Limited (upto March 28, 
                 2011)
 
 Names of other related parties with whom transactions have taken 
 place during the year
 
 Relationship        Name of the Party
 
 Fellow subsidiaries Home Solutions Retail (India) Limited
 
                     Future Media India Limited
 
 Key Management 
 Personnel           Mr. V. Vaidyanathan Vice Chairman and Managing
                     Director (w.e.f. August 4, 2010)
 
                     Mr. Krishan Kant Rathi, Manager (w.e.f. April 6, 
                     2010 till August 10,2010) 
 
                     Mr. Sameer Sain, Vice Chairman and Managing 
                      Director (upto February 5, 2010) 
 
                     Mr. Dhanpal Jhaveri, Whole time Director designated
                     as Executive Director (upto April 6, 2010)
 
 Refer Annexure 2 and 2A for the transactions with related parties.
 
 7.  Earnings Per Share (''EPS'')
 
 Basic and diluted EPS has been computed by dividing the net profit
 after tax for the year attributable to equity shareholders by weighted
 average number of equity shares outstanding during the year.
 
 Note: The figures for the year ended March 31, 2011 are in respect of
 joint venture with FCH Centrum Wealth Managers Limited (''FCWML''). FCWML
 was joint venture upto March 28, 2011 thereafter it became a wholly
 owned subsidiary of the Company. Hence disclosure in respect of assets
 and liabilities is not applicable as per Accounting Standard (AS-27)
 issued by ICAI.
 
 11. During the year, the Company has sold its 50% stake in joint
 venture FCH CentrumDirect Limited to Centrum Capital Limited vide Share
 Purchase Agreement dated March 28, 2011 for a consideration of Rs.
 1,000,000,000. The profit on sale of shares aggregating Rs. 250,136,882
 has been shown under other income.
 
 The Company acquired additional 50% stake in FCH Centrum Wealth
 Managers Limited (''FCWML'') from Centrum Capital Limited for a
 consideration of Rs. 10,000,000 vides Share Purchase Agreement dated
 March 28, 2011. Consequently, FCWML has become a wholly owned
 subsidiary of the Company. FCWML is in the business of retail broking
 and distribution of mutual funds, insurance and other financial
 products.
 
 8.  Provision for diminution in investments
 
 The Company has made provision for diminution in investments
 aggregating Rs. 247,938,400 in respect of:
 
 a) FCH Centrum Wealth Managers Limited (''FCWML'') Rs. 239,698,400. The
 Company had carried out an external valuation for FCH Centrum Wealth
 Managers Limited (''FCWML'') valuing FCWML at Rs. 20,000,000. Based on the
 valuation, the excess of carrying cost of investments over its fair
 value has been provided for.
 
 b) Ambit Investment Advisory Company Limited Rs. 7,240,000 due to erosion
 in its net worth
 
 c) Axon Development Solutions Limited Rs. 500,000 due to erosion in its
 net worth
 
 d) Future Hospitality Management Limited Rs. 500,000 due to erosion in
 its net worth
 
 Note:
 
 a.  Remuneration paid to the Managing Director exceeds the limit
 prescribed under Schedule XIII to the Companies Act, 1956 for which the
 Company has received approval from the Central Government.
 
 b.  Costs pertaining to group medical and group life insurance cover
 and contribution towards benefit in respect of gratuity are being
 funded on an overall Company basis and accordingly have not been
 considered in the above information.
 
 9.  In the previous year, pursuant to the composite Scheme of
 Amalgamation & Arrangement (the ''Scheme''), as approved by the Hon''ble
 High Court of Mumbai, involving Future Capital Holdings Limited
 (''FCH''), Future Capital Financial Services Limited (FCFSL) and Future
 Capital Credit Limited (FCCL), in terms of which Credit Business
 Division of the Company was de-merged and vested with FCFSL.  The
 Scheme also provided for the Amalgamation of FCC into FCFSL. The said
 scheme became effective from February 1, 2010 but operative with
 retrospective effect from April 1, 2009, the Appointed date.
 
 10.  In the previous year, the Board of Directors at their meeting held
 on December 11, 2009, approved the realignment of the investment
 advisory activities of the Company. The Company had entered into
 appropriate agreements with Everstone Investment Advisors Private
 Limited (''EIAPL''), to realign its investment advisory activities with a
 view to having a focused and dedicated approach to the investment
 advisory business.
 
 11.  Additional information pursuant to the provisions of paragraph 3,
 4C and 4D of part II of the Schedule VI to the Companies Act, 1956 have
 been given to the extent applicable and necessary.
 
 12.  Additional information as per guidelines issued by the Reserve
 Bank of India is respect of Non-Banking Financial (Non-deposit
 accepting or holding) Systemically Important (NBFC-ND-SI) is given in
 Annexure 3.
 
 13.  Pursuant to the Scheme of Arrangement and Amalgamation referred in
 note A2 above, figures for the current year are not strictly
 comparable with that of the previous year. Prior period figures have
 been reclassified/ regrouped to confirm with the current period''s
 presentation, wherever applicable.