To,The Members of Future Market Networks Limited
 
 The Directors are pleased to present the Fourth Annual Report together
 with the Audited Statements of Accounts for the financial year ended
 31st March 2012.
 
 Financial Highlights:
 
 a) Standalone
 
                                                       (Rs. in lacs)
 
 Particulars                        Year ended         Year Ended
                                    31.03.2012         31.03.2011
 
 Revenue from Operations             2,929.06           2,434.49
 
 Other Income                        4,461.67              44.89
 
 Total Income                        7,390.73           2,479.38
 
 Personnel Cost                      1,473.51           1,134.93
 
 Operating and other expenses        1,640.00           1,259.13
 
 Total Expenditure                   3,113.50           2,394.06
 
 Profit before Interest, 
 Depreciation and Tax                4,277.22              85.32
 
 Less: Interest                      4,378.27               0.52
 
 Less: Depreciation                     22.42              21.25
 
 Profit / (Loss) before Taxation      (123.46)             63.55
 
 Less: Provision for taxation            -                 25.01
 
 Less: Deferred Tax                     (3.65)              3.65
 
 Profit / (Loss) after Taxation       (119.81)             34.88
 
 b) Consolidated
 
                                                      (Rs. in lacs)
 
 Particulars                         Year ended        Year Ended
                                     31.03.2012        31.03.2011
 
 Revenue from Operations              16,517.61          1413.74
 
 Other Income                          6,401.59           111.51
 
 total Revenue                        22,919.20        10,525.25
 
 Purchase                                110.36           458.25
 
 Personnel Cost                          721.21           192.83
 
 Operating and other expenses         10,536.58           463.75
 
 total expenditure                    12,368.15         9,114.83
 
 Profit before Interest, 
 Depreciation and Tax                 10,551.05           410.42
 
 Less: Interest                        8,811.04            45.08
 
 Less: Depreciation                    2,498.58         1,030.26
 
 Profit / (Loss) before Taxation        (758.57)          335.09
 
 Less: Provision for taxation             75.55            82.64
 
 Less: Deferred Tax                     (802.34)          211.82
 
 Profit / (Loss) after Taxation          (31.78)           40.63
 scheme of Amalgamation:
 
 Amalgamation of Future Realtors (India) Private Limited, Prudent
 Vintrade Private Limited and AIGL Holding & Investments Pvt Ltd with
 the Company.
 
 The Scheme of Amalgamation between the Company, Future Realtors (India)
 Private Limited (FRIPL), Prudent Vintrade Private Limited (Prudent)
 and AIGL Holding & Investments Pvt Ltd (AIGL) and their respective
 shareholders and creditors with appointed date April 1, 2011 has been
 approved by the Hon''ble High Court of Judicature at Bombay on January
 20, 2012 and the Company filed certified copy of the order with
 Registrar of Companies on February 10, 2012, being the effective date.
 
 Pursuant to the said scheme, investments held by Future Realtors India
 Private Limited in its subsidiaries and associate companies which were
 engaged in the business of development and leasing of retail real
 estate properties and development of integrated townships in India are
 now vested with the Company.
 
 Prudent and AIGL through its associate company was holding beneficial
 interest in Riverbank Project, that is developing an integrated
 township called Calclutta Riverside at Batanagar in Kolkata. This
 township is spread over an area of 262 acres and has been promoted by
 the Hiland and Belani Groups in joint venture along with Kolkata
 Metropolitan Development Authority. The said investments of Prudent and
 AIGl now vested with the Company.
 
 In terms of the aforesaid Scheme 4,46,83,440 equity shares of Rs
 10/-each was allotted to the shareholders of FRIPL, AIGL and Prudent on
 March 27, 2012 and the same were listed on Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited on May 8, 2012.
 
 Scheme of Amalgamation:
 
 Amalgamation of Agre Properties & Services Limited, wholly owned
 subsidiary, with the Company.
 
 The Board of Directors at their meeting held on February 7, 2012
 considered and approved a Scheme of Amalgamation with Agre Properties &
 Services Limited (APSL), the Wholly Owned Subsidiary, and their
 respective shareholders and creditors. The appointed date for the said
 Scheme is April 1, 2011. The Company application has been filed with
 Hon''ble High Court of Bombay seeking directions for holding the meeting
 of the members of the Company.
 
 APSL is engaged in the business of retail arbitrage.
 
 Scheme of Amalgamation:
 
 Amalgamtion of KB Mall Management Company Limited, wholly owned
 subsidiary, with the Company
 
 The Board of Directors at their meeting held on March 30, 2012
 considered and approved a Scheme of Arrangement with KB Mall Management
 Company Limited (KB Mall), the Wholly Owned Subsidiary, and their
 respective shareholders and creditors. The appointed date for the said
 Scheme is January 1, 2012. The Company application has been filed with
 Hon''ble High Court of Bombay seeking directions for holding the meeting
 of the members of the Company.
 
 KB Mall is in the business of development and leasing of retail real
 estate properties
 
 Dividend:
 
 In view of the losses incurred by the Company, your Directors have not
 recommended any dividend for the financial year ended March 31, 2012.
 
 Subsidiaries
 
 Your Company has the following Subsidiaries as on 31st March 2012:
 
 s 
 No.  Name of the subsidiary
 
 1.   Agre Properties & Services Limited
 
 2.   Precision Realty Developers Private Limited
 
 3.   KB Mall Management Company Limited
 
 4.   Acute Realty Private Limited
 
 5.   Unique Malls Private Limited
 
 6.   Aashirwad Malls Private Limited
 
 7.   Aabha Hotels Private Limited
 
 8.   Shreya Malls Management Private Limited
 
 9.   Nishta Mall Management Company Private
      Limited
 
 10.  Niyman Mall Management Company Private
      Limited
 
 11.  Future Retail Destination Private Limited
 
 12.  Kshitij Retail Destination Private Limited
 
 13.  Ojas Mall Management Private Limited
 
 14.  Harmony Mall Management Private Limited
 
 15.  Suhani Mall Management Private Limited
 
 16.  Future Trade Markets Private Limited
 
 17.  Star Shopping Centres Private Limited
 
 18.  Sun City Properties Private Limited
 
 The subsidiaries are engaged in the business of development and leasing
 of retail spaces across the Country.  Future Retail Destination Private
 Limited has entered into a strategic joint venture agreement with IL&FS
 Township & Urban Assets Limited for the development of Infra Logistic
 Parks at strategic locations in the Country. Future Trade Markets
 Private Limited (FTMPL) has entered into a strategic alliance with SKC
 3 Limited ( investment vehicle of Fung Properties) to develop Whole
 Sale Markets in India.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. However the
 financial information of the subsidiary companies is disclosed in the
 Annual Report in compliance with the said circular. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member of the Company who may be
 interested in obtaining the same. The annual accounts of the subsidiary
 companies will also be kept open for inspection at the Registered
 Office of the Company and that of the respective subsidiary companies.
 The Consolidated Financial Statements presented by the Company include
 the financial results of its subsidiary companies.
 
 Share Capital:
 
 During the year under review, consequent to the amalgamation of Future
 Realtors India Private Limited, AIGL Holding & Investments Private
 Limited and Prudent Vintrade Private Limited with the Company, the
 authorized share capital of transferror Companies under the Scheme of
 Amalgamation were stand combined to the authorized share capital of the
 Company. Accordingly the authorized share capital of the Company as on
 the date of this report is Rs. 80,26,00,000/- (Rupees Eighty Crores
 Twenty Six Lacs) divided into 8,02,10,000 equity shares of Rs. 10/-
 each and 5000 Preference Shares of Rs. 100/- each.
 
 In terms of the approved Scheme of Arrangement for the amalgamtion of
 Future Realtors India Private Limited, AIGL Holding & Investments
 Private Limited and Prudent Vintrade Private Limited 4,46,83,440 equity
 shares of Rs 10/- each allotted to the Shareholders of FRIPL, AIGL and
 Prudent on March 27, 2012 and the same were listed on Bombay Stock
 Exchange Limited and National Stock Exchange of India Limited on May 8,
 2012. Accordingly the paid up share capital of the Company as on the
 date of this report is Rs. 55,85,44,060/- divided into 5,58,54,406
 equity shares of Rs. 10/- each.
 
 Change of name:
 
 During the year under review the Company, pursuant to Section 192A of
 the Companies Act, 1956 read with Rule 2A of the Companies (Passing of
 the resolution by postal ballot) Rules, 2001, sought the approval of
 the shareholders by way of Postal Ballot for the Change in name of the
 Company to Future Market Networks Limited from Agre Developers
 Limited.
 
 The Shareholders approved the special resolution with requisite
 majority. Subsequently Ministry of Corporate Affairs has issued a fresh
 certificate of incorporation reflecting change in name of the Company
 on February 6, 2012.
 
 Consolidated Financial Statements:
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investments in Associates and AS-27 on Financial Reporting of
 Interest in Joint Ventures and in compliance with provisions of Listing
 Agreement with Stock Exchanges, the audited Consolidated Financial
 Statements are provided in the Annual Report.
 
 Cash Flow statement:
 
 In Conformity with the provisions of clause 32 of the Listing Agreement
 with the Stock Exchanges, the Cash Flow Statement for the year ended
 31st March, 2012 has been provided in the Annual Report and which forms
 part of this report.
 
 Fixed Deposits:
 
 The Company has not accepted any deposits, within the meaning of
 Section 58-A of the Companies Act, 1956 read with the Companies
 (Acceptance of Deposits) Rules, 1975 made there under.
 
 Directors
 
 The Board of Directors of the Company constitutes of Mr. Anil Baijal,
 Mr. P.L Agarwal, Mr. Rahul Saraf, Independent Directors, Mr. K.K Rathi,
 Mr. Rajesh Kalyani, Non Executive Directors and Mr. Sumit Dabriwala,
 Managing Director.
 
 The Company made an application under Section 269 and other applicable
 provisions of the Companies Act, 1956, to the Ministry of Corporate
 Affairs in connection with payment of managerial remuneration to its
 Managing Director as per the limits approved by the shareholders
 through a Postal Ballot on 30th December 2010.
 
 Ministry of Corporate Affairs, Government of India vide their letter
 dated August 3, 2011 had approved a total managerial remuneration of
 Rs. 1,50,00,000/- (Rupees One Crore Fifty Lacs only) per annum for a
 period of three years i.e. September 21, 2010 to September 20, 2013.
 
 Directors retiring by rotation
 
 Mr. Rahul Saraf and Mr. Rajesh Kalyani, Directors, retire by rotation
 and being eligible; offer themselves for reappointment at the ensuing
 Annual General Meeting and are eligible for re-appointment.
 
 The Board recommends their re-appointment.
 
 Director''s Responsibility Statement:
 
 As required under section 217(2AA) of the Companies Act, 1956, your
 Directors confirm that:
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from same;
 
 2.  the directors have selected such accounting policies and 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 loss of the
 Company for that period;
 
 3.  the directors 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
 
 4.  the directors have prepared the annual accounts on a going concern
 basis.
 
 Corporate Governance:
 
 Report on Corporate Governance of the Company and Management Discussion
 and Analysis Report for the year under review, as per the requirements
 of Clause 49 of the Listing Agreement(s), have been given under a
 separate section and forms part of this Annual Report.
 
 Listing:
 
 The equity shares of the Company are listed on the Bombay Stock
 Exchange Limited, Mumbai (BSE) and The National Stock Exchange of India
 Ltd. (NSE) and the listing fee for the year 2012-13 has been paid.
 
 The Company has entered into necessary agreements with the Central
 Depository Services (India) Limited (CDSL) and National Securities
 Depository Limited (NSDL) for availing the Depository services.
 
 Auditors:
 
 M/s NGS & Co., Chartered Accountants, Mumbai, Auditors of the Company,
 bearing ICAI Registration Number 119850W retire at the ensuing Annual
 General Meeting and are eligible for appointment. The Company has
 received confirmation from NGS & Co. that their appointment will be
 within the limits prescribed under Section 224(1B) of the Companies
 Act, 1956. The Board recommended their appointment.
 
 Particulars of Employees under section 217(2A):
 
 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 names and other particulars of the employees are set out
 in the annexure to the Directors'' Report.
 
 However, having regard to 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. Any member interested in obtaining such particulars may write
 to the Company Secretary at the registered office of the Company.
 
 Conservation of energy, Technology absorption and Foreign exchange
 earnings and outgo:
 
 Information in accordance with the provisions of 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 regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo is given in the Annexure forming part of this
 report.
 
 Acknowledgement
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation to all stakeholders, Financial Institutions,
 Banks, Central and State Governments, the Company''s valued investors
 and all other business partners for their continued co-operation and
 excellent support received during the year.
 
 Your Directors recognize and appreciate the efforts and hard work of
 all the employees of the Company and their continued contribution to
 its progress.
 
                         For and on behalf of the Board of Directors
 
 Place : Mumbai          Sumit Dabriwala        P.L agarwal
 
 Date: May 30, 2012      Managing Director      Director