The Directors present the Eighth Annual Report of your Company and the
 audited accounts for the year ended March 31, 2012.
 
 FINANCIAL RESULTS
 
                                       For the Financial Year Ended
 
 Particulars                             31.03.2012      31.03.2011
 
                                              (Rs.)           (Rs.)
 
 Income                                  33,077,102      23,016,474
 
 Less : Expenditure                      16,665,868      33,056,294
 
 Profit / (Loss) 
 before taxation                         16,411,234     (10,039,820)
 
 Less : Provision for tax                 1,235,866       1,484,240
 
 Profit / (Loss) after tax               15,175,368     (11,524,060)
 
 Less : Transfer to Statutory 
 Reserve Fund                             3,035,074          Nil 
 Balance brought
 forward from previous year              17,188,180      28,712,239 
 
 Balance carried
 forward                                 29,328,473      17,188,180
 
 DIVIDEND
 
 In order to conserve the resources for operations, your Directors do
 not recommend any dividend on equity shares for the year ended March
 31, 2012.
 
 REVIEW OF OPERATIONS
 
 Your Company has recorded good performance during the year under
 review. Inclusive of income by way of dividend, interest and security
 commission, the total income of your Company during the financial year
 was Rs. 33,077,102 compared to Rs. 23,016,474 in the previous financial
 year. The total expenditure during the year was Rs. 16,665,868 against
 Rs. 33,056,294 in the previous financial year. Your Company has
 recorded a net profit of Rs. 15,175,368 for the year versus net loss of
 Rs. 11,524,060 in the previous financial year.
 
 A sum of Rs. 3,035,074 (previous year: Nil), has been transferred to
 Statutory Reserve Fund, pursuant to the provisions of Section 45-IC of
 the Reserve Bank of India Act, 1934.
 
 FUTURE PROSPECTS
 
 Your Company continues to hold strategic investments in the UB Group
 Companies. As the performance of the investee companies is on the
 growth path, it is expected that the dividend distribution by the
 investee companies would increase in the years to come.
 
 The Company will continue to focus on making long-term strategic
 investments in various existing/new ventures, besides consolidating the
 existing investments, as and when opportunities and resources are
 available.
 
 CONVERSION OF OPTIONALLY CONVERTIBLE DEBENTURES INTO EQUITY SHARES OF
 THE COMPANY
 
 During the year under review, Kingfisher Finvest India Limited, one of
 the promoters of your Company had exercised the option to convert
 641,350 10% Optionally Convertible Debentures of the face value of Rs.
 100 (OCDs) each and was allotted 635,000 equity shares of Rs. 10
 each fully paid-up, on a preferential basis, at a price of Rs. 101.00
 per equity share as per SEBI guidelines.
 
 Subsequent to the balance sheet date, Kingfisher Finvest India Limited,
 further exercised the option to convert the balance 297,909 OCDs and
 was allotted 607,977 equity shares of Rs. 10 each fully paid-up, on a
 preferential basis, at a price of Rs. 49.00 per equity share as per
 SEBI guidelines.
 
 CAPITAL
 
 During the year under review the Authorized Capital of your Company
 remained unchanged at Rs. 150,000,000 divided into 15,000,000 equity
 shares of Rs. 10 each.
 
 The issued, subscribed and paid-up equity share capital of your Company
 has increased from Rs. 127,492,810 divided into 12,749,281 equity
 shares of Rs. 10 each fully paid-up to Rs. 139,922,580 divided into
 13,992,258 equity shares of Rs. 10 each fully paid-up, consequent to
 the allotment of 1,242,977 equity shares of Rs. 10 each fully paid- up
 to Kingfisher Finevest India Limited, on a preferential basis, on August
 08, 2011 and April 17, 2012.
 
 DIRECTORS
 
 Mr. S Narasimha Prasad and Mr. M R Doraiswamy Iyengar, Directors,
 retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 The Board of Directors of the Company, at its Meeting held on August
 08, 2012, has re-appointed Mr. A Harish Bhat as Managing Director of
 the Company in terms of Section 269 of the Companies Act, 1956, for a
 further period of three years, with effect from November 6, 2012,
 without remuneration, subject to the approval of the Shareholders at
 the Annual General Meeting.
 
 As per the declarations received, none of the Directors of the Company
 is disqualified to be appointed as a Director of any Public Limited
 Company in terms of Section 274 (1) (g) of the Companies Act, 1956.
 
 AUDITORS
 
 M/s. Vishnu Ram & Co., Chartered Accountants, the retiring Auditors,
 are eligible for re-appointment at the ensuing Annual General Meeting
 and it is necessary to fix their remuneration.
 
 REGISTRATION WITH RESERVE BANK OF INDIA AS NON BANKING FINANCIAL
 COMPANY
 
 Your Company continues to be a Non-Banking (non deposit taking)
 Financial Company, duly registered, with Reserve Bank of India under
 the provisions of Section 45-IA of the Reserve Bank of India Act, 1934.
 
 LISTING OF EQUITY SHARES OF THE COMPANY
 
 The equity shares of your Company continue to be listed on Bangalore
 Stock Exchange Limited (Regional Exchange), Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited. The Annual
 Listing fees for the year 2012-13 have been paid to these Stock
 Exchanges.
 
 DEPOSITORY SYSTEM
 
 The trading in the equity shares of your Company is under compulsory
 dematerialization mode. As on August 03, 2012 (i.e. date of last
 benpos), equity shares representing 96.38% of the equity share capital
 are held in dematerialized form.
 
 CORPORATE GOVERNANCE
 
 A report on Corporate Governance is annexed separately as part of the
 Annual Report along with a certificate of compliance from the Auditors.
 Necessary requirements of obtaining certifications / declarations in
 terms of Clause 49 of the listing agreement with the stock exchanges
 have been complied with.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to Clause 49 of the listing agreement with the stock
 exchanges, Management Discussion and Analysis Report is annexed and
 forms an integral part of the Annual Report.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION ETC.
 
 Your Company has not undertaken any activity relating to conservation
 of energy and technology absorption and hence there is nothing to be
 disclosed pursuant to Section 217 (1) (e) of the Companies Act, 1956.
 
 During the year under review, the Company had no transactions in
 foreign exchange and no expenditure was incurred on Research &
 Development.
 
 EMPLOYEES
 
 The Company has no employee in respect of whom Statement under Section
 217 (2A) of the Companies Act, 1956, is required to be annexed.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposits from public during the year.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required in terms of Section 217 (2AA) of the Companies Act, 1956,
 your Directors state and confirm that -
 
 a.  in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed along with proper explanation
 relating to material departures;
 
 b.  they 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 profit of the
 Company for that year;
 
 c.  they 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; and
 
 d.  they have prepared the Annual Accounts on a going concern basis
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to acknowledge the co-operation, understanding and
 support extended by the Group Companies, Regulatory bodies,
 Shareholders and Bankers.
 
                                              By Authority of the Board
 
 August 08, 2012                                       Dr. Vijay Mallya
 
 New Delhi                                                     Chairman