The Directors present their Eighth Annual Report and the Audited
 Accounts of the Company for the year ended March 31, 2012.
 
 FINANCIAL RESULTS:
 
                                                      Rupees in Lakhs
 
                                    STANDALONE          CONSOLIDATED
 
 Particulars                 2011-12    2010-11   2011-12     2010-11
 
 Income :
 
 Income from operations       7903       9771      11622       12410
 
 Other Income                   12       1068       1359        1995
 
 Total Income                 7915      10839      12981       14405
 
 Profit / (Loss) before 
 depreciation                 (532)       355        676        1634
 
 Less : Depreciation           181         66        184          66
 
 Profit before tax            (713)       289        492        1568
 
 Less : Income tax            (257)       (87)       247         349
 
 Profit / (Loss) after tax    (456)       376        245        1219
 
 Less: Minority interest 
 & share of loss in Associate   -          -         214         127
 
 Net Profit / (Loss)          (456)       376         31        1092
 
 DIVIDEND:
 
 The Directors could not recommend any dividend in view of the loss.
 
 OPERATIONS:
 
 Stand Alone:
 
 During the year under review the Company achieved a turnover of Rs.
 7903 Lakh as against Rs. 9771 Lakh in the previous year and other
 income of Rs.12 Lakh as compared to Rs.1068 Lakh in the previous year.
 The operations had resulted in a loss of Rs. 456 Lakh as against a
 Profit of Rs. 376 Lakh in the last year.
 
 Consolidated:
 
 In compliance with the applicable Clauses of the Listing Agreement with
 the Stock Exchanges, the Company has prepared Consolidated Financial
 Statements as per the Accounting Standard on Consolidated Financial
 Statements (AS 21) issued by the Institute of Chartered Accountants of
 India. The Audited Consolidated Financial Statements along with the
 Auditors Report have been annexed to this Annual Report.
 
 The total consolidated revenue for the year ended 31st March 2012
 amounted to Rs. 12981 Lakh including other income of Rs. 1359 Lakh, as
 compared to Rs. 14405 Lakh in the previous year. The Company earned a
 Profit after tax of Rs. 245 Lakhs (Previous year Rs. 1219 Lakhs) and a
 Net Profit of Rs. 31 Lakh for the year (Previous year Rs. 1092 Lakhs),
 after adjusting the minority interest in subsidiary companies and share
 of loss from associate company amounting to Rs. 214 Lakh (Previous year
 Rs. 127 Lakhs).
 
 The financial figures have been regrouped in line with the new Schedule
 VI disclosure requirements.
 
 SUBSIDIARY COMPANIES: A.  SUBSIDIARIES :
 
 Nitesh Housing Developers Private Limited:
 
 This company is a 89.9% subsidiary of the Company. At present the
 subsidiary is executing 4 residential Projects.  The financial
 highlights are:
 
 Figures                          Rs. In thousands
 
 Particulars                    2011-12      2010-11
 
 Paid up Capital                50,000       50,000
 
 Share Application Money       828,388      906,436
 
 Reserves & Surplus            201,240       85,421
 
 Secured Loans                  24,854      634,033
 
 Unsecured Loans                   100          100
 
 Income From Property 
 Development                   310,745       55,540
 
 Sale of Villa Plots            41,514      193,324
 
 Other Income                  133,603       92,682
 
 Profit Before Tax             181,129      130,909
 
 Profit After Tax              115,819       87,312
 
 Pursuant to the approval accorded by the Shareholder''s at the
 Extraordinary General Meeting held on March 20, 2012 the Authorised
 Capital of the Subsidiary Company was increased to Rs. 10 Cr divided
 into 50,00,000 Equity Shares of Rs. 10/- each and 50,00,000 Preference
 Shares of Rs. 10/- each.
 
 Nitesh Indiranagar Retail Private Limited:
 
 This company is a 100% wholly owned subsidiary of Nitesh Estates
 Limited. The financial highlights are:
 
                                  Figures Rs. In thousands
 
 Particulars                      2011-12         2010-11
 
 Paid up Capital                  132,480         11,600
 
 Share Application money             -         1,369,622
 
 Reserves & Surplus             1,170,246        103,464
 
 Unsecured Loans                      195         12,238
 
 Pursuant to the approval accorded by the Shareholder''s at the
 Extraordinary General Meeting held on March 19, 2012 the Authorised
 Capital of the Subsidiary Company was increased to Rs. 15 Cr.
 1,20,88,000 Equity Shares of Rs. 10/- each were allotted at a premium
 of Rs. 90/- per share aggregating to Rs. 120.88 crores to the Holding
 Company. The pre-operative expenses have been charged to Profit & Loss
 Account. The Loss for the year stood at Rs 2,11,73,979.
 
 Kakanad Enterprises Private Limited (formerly known as Nitesh Kochi
 Projects and Developers Private Limited):
 
 The Company has not commenced its commercial operations. The
 pre-operative expenses have been charged to the Profit and Loss Account.
 The loss for the year stood at Rs. 137,751/-.
 
 effective, March 12, 2012 the Registered office of the Company was shifted
 to No. CC 49/2796, 2nd Floor, North Square, Paramara Road, Kochi -
 682018, Kerala, INDIA.
 
 During the year under review, pursuant to the approval accorded by the
 Shareholder''s at the Extraordinary General Meeting held on March 27,
 2012 the name of the Company was changed to Kakanad Enterprises Private
 Limited and the same was approved by the Registrar of Companies on
 April 4, 2012.
 
 This Company is a 100% subsidiary of Nites Estates Limited.
 
 Nitesh Urban Development Private Limited (formerly known as Nitesh Boat
 Club Private Limited):
 
 FINANCIAL RESULTS:
 
 The performance of the company for the financial year ended March 31,
 2012 is given hereunder
 
                                       Figures Rs. In thousands
 
 Particulars                            2011-12         2010-11
 
 Income :
 
 Income from operations:                  -                -
 
 Other Income                            145               - 
 
 Total Income                            145               -
 
 Loss before depreciation             29,692             3,066
 
 Depreciation
 
 Loss before tax                      29,692             3,066
 
 Provision for income tax                 -                -   
 
 Provision for deferred tax           (8,899)              -
 
 Loss after tax                       20,792             3,066
 
 The Company during the current financial year executed a Joint
 Development Agreement on August 18, 2011 with the land owners for the
 development of the property bearing 1 Acres 14.56 Guntas situated at
 Kaikondarahalli Village, Varthur Hobli, Marathalli, Bangalore East
 Taluk for the construction and development of residential project
 Nitesh Cape Cod.
 
 The Company has obtained all the approval from the relevant authorities
 for commencement of the project and the final plan approval was obtained
 on March 19, 2012. This Project is expected to yield total revenue of
 Rs. 300 Cr.
 
 The Company became a 100% subsidiary of Nitesh Estates Limited
 consequent to the acquisition of shares from the existing shareholder
 with effect form December 31 2011.
 
 Pursuant to the approval accorded by the Shareholder''s at the
 Extraordinary General Meeting held on January 18, 2012 the Company had
 acquired 5490 Equity Shares of Rs 10/- each of Courtyard Constructions
 Private Limited, Mumbai at a total consideration of Rs. 8.02 Cr from an
 existing share holder.
 
 Pursuant to the approval accorded by the Shareholder''s at the
 Extraordinary General Meeting held on March 19, 2012 the Authorised
 Capital of the Company was increased to Rs. 10 Cr. 65,72,000 Equity
 Shares of Rs. 10/- each were allotted at a premium of Rs. 26/- per
 share aggregating Rs. 26.65 Crores to the Holding Company.
 
 Nitesh Property Management Private Limited:
 
 This company is a 100% wholly owned subsidiary of the Company. It has
 entered into Maintenance Contracts with owners of completed apartments
 developed by the Company, with effect from April 1, 2011.
 
 The performance of the company for the financial year ended March 31,
 2012 is given hereunder:
 
                              Figures Rs. In thousands
 
 Particulars                      2011-12
 
 Income :
 
 Income from operations:
 
 Building Maintenance income      29,936
 
 Other operating Income            2,064
 
 Other Income                        263
 
 Total Income                     32,263
 
 Profit/Loss before depreciation     885
 
 Depreciation
 
 Profit / Loss before tax            885
 
 Provision for income tax            300
 
 Provision for deferred tax          (9)
 
 Profit for the year                 594
 
 B.  CONSOLIDATED ACCOUNTS:
 
 The audited consolidated Balance Sheet as at March 31, 2012,
 consolidated Profit and Loss account for the year ended on that date,
 Cash 
  together with the Notes and Reports of Auditors thereon form
 part of this Annual Report.
 
 Pursuant to the general permission accorded by Ministry of Corporate
 affairs, vide their Circular No. 2/2011 dated February 8,
 
 2011 the Company is not attaching the Annual Reports of the Subsidiary
 Companies. However, any shareholder who wishes to have information on
 the Subsidiary Companies or a copy of the Annual report of the
 subsidiary companies may write to the Company requesting for the same.
 
 C.  MATERIAL NON-LISTED INDIAN SUBSIDIARY:
 
 Pursuant to Clause 49 of the Listing Agreement, Nitesh Housing
 Developers Private Limited and Nitesh Indiranagar Retail Private
 Limited will be treated as a material non-listed subsidiary for the
 financial year 2011-12. Necessary steps are being taken as required
 under the Listing agreement.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Board of Directors, to the best of their knowledge and
 belief, confirm that :-
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 2.  appropriate accounting policies have been selected and applied
 consistently and such judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at March 31, 2012 and of the Profit of the
 Company for the year ended on that date;
 
 3.  proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
 
 BOARD''S RESPONSE TO AUDIT OBSERVATION:
 
 1.  Paragraph 5 of the Auditors Report:
 
 During the Year the Company recognized Deferred Tax Asset on the basis
 of future taxable income expected out of certain ongoing & proposed
 projects. In respect of the ongoing projects, the Company has already
 received necessary approvals from the concerned statutory authorities
 for commencement of construction of the project and the Company has
 started sale bookings in respect of the said ongoing projects. The
 Company has also executed Agreement of Sale with the buyers for the
 aforesaid projects. The Management is reasonably confident of meeting
 the virtual certainty of the project execution and Profits to be earned
 thereon. Based on the above facts, the Company has recognized the
 Deferred Tax Asset.
 
 2.  Paragraph 6 of the Auditors Report:
 
 The advances amounting to Rs. 828,236,000 are towards certain real
 estate projects. Out of the said advances Rs. 450,000,000 is towards
 joint development of a property wherein requisite documentation has
 been executed and registration has been completed. In respect of other
 advances, acquisition of land and obtaining approval for development of
 projects is under progress. The management is confident of completing
 acquisition and obtaining approval for development of projects.
 
 3.  Clause IV of the Annexure to the Auditors Report:
 
 In order to strengthen the internal control systems for timely
 documentation and also for effective management of business, the Company
 has implemented SAP system. Further the Company has appointed Deloitte
 Touch Tomashu Private Limited as Internal Auditors of the Company
 towards ensuring an effective internal control system.
 
 4.  Clause V(b) of the Annexure to the Auditors Report:
 
 The observation by the Auditors is self explanatory.
 
 5.  Clause XVI of the Annexure to the Auditors Report:
 
 The transaction is pertaining to financial year 2010-11 in respect of
 which there was an outstanding amount of Rs. 75 million at the end of
 the current financial year. As explained in the previous year, the
 project, for which the term loan was availed, was experiencing some
 delay. Hence, the Company deployed the amount temporarily for other
 purposes.
 
 INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES AT, 1956:
 
 Information required under Section 217(2A) of the Companies Act, 1956,
 read with Companies (Particulars of Employees) Rules, 1975, as amended,
 is given in Annexure I and forms part of this Report.
 
 Information in terms of Section 217(1)(e) of the Companies Act, 1956,
 read with Companies (Disclosure of Particulars in the Report of Board
 of Directors) Rules, 1988, is given in Annexure II and forms part of
 this Report.
 
 CORPORATE GOVERNANCE REPORT:
 
 The Company has taken adequate steps to ensure that all mandatory
 provisions of Corporate Governance as prescribed by the Listing
 Agreement with the Stock Exchanges have been complied with.
 
 A Report on Corporate Governance forming part of the Directors'' Report,
 along with a certificate from the Statutory Auditors confirming
 compliance, is annexed as Annexure IV and forms part of this Report.
 
 The Management Discussion & Analysis Report is attached as Annexure III
 and forms part of this Report.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Company''s Articles of Association, Mr. Pushpalatha V Shetty and Mr.
 Ashok Aram Directors, will retire by rotation at the ensuing Annual
 General Meeting and being eligible, offer themselves for reappointment.
 
 Mr. Ashwini Kumar was co-opted as an Additional Director and appointed
 as Whole-time Director designated as Executive Director & Chief
 Operating officer of the Company. He will seek re-appointment under Sec
 257 of the Companies Act, 1956 for which the Company has received a
 notice from a member. Necessary resolution will be placed before the
 ensuing Annual General Meeting.
 
 Your Board of Directors recommend their appointment.
 
 AUDITORS:
 
 The Company''s Auditors, S.R. Batliboi & Associates, Chartered
 Accountants, (Firm Registration No. 101049W) hold office upto the
 conclusion of this Annual General Meeting. Statutory Auditors have
 expressed their desire not to seek reappointment at the forthcoming
 Annual General Meeting.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 While we continue to concentrate on our core business objective of
 building world-class projects, we are also aware of our
 responsibilities towards the society we operate in. We conduct our
 business in a fair and ethical manner and try to be change agents
 through meaningful contributions and partnerships.
 
 Believing in the adage – ''charity begins at home'' and taking cognizance
 of the fact that our business involves urbanization, we are extremely
 sensitive to our surroundings and ecology. We try to minimize our
 carbon footprint by erecting energy efcient buildings and investing in
 adequate green cover in all our project sites to supplement the ground
 cover.
 
 ACKNOWLEDGEMENT:
 
 Your Directors are pleased to place on record their sincere
 appreciation of the valuable assistance and co-operation extended to
 the company by its Customers, Bankers, Financial Institutions, State
 and Central Government authorities, Service Providers, Contractors and
 the Shareholders for their valued support to the Company''s operations.
 
 Your Directors also place on record their appreciation of the
 significant contribution made, and support extended, by the employees of
 the Company at all levels during the year.
 
                             For and on behalf of the Board of Directors
 
 Place  :     Mumbai                                       NITESH SHETTY
 
 Date   :     May 25, 2012                  Chairman & Managing Director