The Members,
 
 The Directors are pleased to present the Twenty Fourth Annual Report
 together with the Audited Statements of Accounts for the year ended
 30th June 2011.
 
 FINANCIAL HIGHLIGHTS
 
 The operating results of the Company for the year under review are as
 follows:
 
                                                 Rs. in crores
 
                                       2010-2011         2009-2010
 
 Sales (Net of Taxes)                  3943.74            5706.07
 
 Operating Income                       153.69             228.30
 
 Other Income                            17.05              84.63
 
 Total Income                          4114.48            6019.00
 
 Profit before Depreciation & Tax       261.66             388.45
 
 Less: Depreciation                     146.37             161.88
 
 Profit before Taxes and Exceptional 
 Item                                   115.29             226.57
 
 Less : Exceptional Item                  -                 12.93
 
 Profit before Tax                      115.29             213.64
 
 Less: Earlier Year''s Income Tax          2.08              (3.17)
 
 Less: Provision for Taxation            36.54              37.25
 
 Profit after Tax                        76.67             179.56
 
 Add: Profit brought forward from 
 previous year                          495.98             380.54
 
 Surplus available for appropriation    572.81             558.97 
 
 APPROPRIATION
 
 Debenture Redemption Reserve            35.00              25.00
 
 Proposed Dividend                       20.27              17.13
 
 Provision for Dividend Tax               3.29               2.91
 
 Transfer to General Reserve              7.87              17.95
 
 Balance carried to Balance Sheet       506.37             495.98
 
 REVIEW OF PERFORMANCE
 
 We are pleased to inform you that Core Retail Business i.e.  Retail
 business of the Company and Retail business operated and managed under
 its wholly owned subsidiary company, Future Value Retail Limited
 (FVRL), has crossed $ 2 billion turnover mark during the year under
 review. The Company is now present in Lifestyle Retail segment and for
 the year under review recorded a good growth through increase in
 presence in various cities. Income from operations for the year under
 review were at Rs.4114.48 Crores in comparision to Rs.6019.00 Crores in FY
 2009-10 which also comprises of operations from Value Retail Business
 for six months. PBDIT stood at Rs.450.78 Crores in
 
 FY 2010-11, which was at Rs.676.69 in the previous year. PAT for FY
 2010-11 was Rs.76.67 Crores, which was at Rs.179.56 Crores for the
 preceding year. During the preceding year, the operation and profit
 figures also include the part of the operation and profit from the
 Value Retail Business, which in current year has been transferred to
 and forms part of its subsidiary company, FVRL. Accordingly, the
 current year financial result is not comparable with the previous year.
 
 During FY 2010-11, the Core Retail Business has increased its retail
 presence from around 13 million square feet to over 15 million square
 feet space spread pan India basis.
 
 SCHEME OF ARRANGEMENT:
 
 Scheme of Arrangement between Pantaloon Retail (India) Limited (''PRIL'')
 and Future Value Retail Limited (''FVRL'') and their respective
 Shareholders (''the Scheme''
 
 During the previous year the Company has transferred its Value Retail
 Business to its wholly owned subsidiary company Future Value Retail
 Limited (FVRL). As part of the same exercise, your Company had
 initiated process to transfer Brands pertaining to Value Retail
 Business comprising of brands like Big Bazaar and Food Bazaar and
 various product brands of Value Retail Business to FVRL pursuant to
 Scheme under Sections 391-394 of the Companies Act, 1956 (Brand Scheme)
 with effect from 1st April, 2010, being Appointed Date fixed for this
 purpose.
 
 The Brand Scheme has been approved by the Hon''ble High Court of
 Judicature at Bombay on 25th March, 2011 & the Company has filed the
 certified copy of the court order approving the Brand Scheme with the
 Registrar of Companies (ROC), Mumbai on 4th June, 2011 on receipt of
 certified copy of order, as required under applicable provisions of the
 Companies Act, 1956. Accordingly, the said scheme became effective from
 1st April, 2010, the Appointed Date on Effective Date 4th June, 2011
 being the date of filing certified copy of court order with ROC. With
 this, all format and other brands pertaining to Value Retail Business
 now vests with FVRL and it completes the realignment process of the
 Retail Business of the Company between the Company and its wholly owned
 subsidiary, FVRL.
 
 DIVIDEND
 
 The Board of Directors of the Company has recommended a dividend of
 Rs.0.90 (45%) per equity share (previous year Rs.0.80 (40%) per equity
 share) and dividend of Rs.1.00 (50%) per Class B share (Series 1)
 (previous year – Rs.0.90 (45%) per Class B Share) for the Financial Year
 2010-11. Further, outstanding warrants if converted into shares on or
 before the date of Book Closure announced for the dividend, would also
 be entitled to dividend declared by the members at the ensuing Annual
 General Meeting.
 
 The dividend, if approved by the shareholders in the Annual General
 meeting shall entail a payout of Rs.23.56 crores including dividend
 distribution tax of Rs.3.29 crores. The dividend is free of tax in the
 hands of the shareholders.
 
 EQUITY SHARE CAPITAL
 
 Paid-up Share Capital Equity Capital
 
 The paid up equity share capital (comprising of Class B Shares) of the
 Company has been increased from Rs.41,22,85,746/- to Rs.43,41,43,382/- due
 to the following further issue of capital as follows:
 
 (i) Allotment of 59,28,818 Equity shares of Rs.2/- (Rupees Two Only) each
 to specific shareholders of
 
 Home Solutions Retail (India) Limited (HSRIL) on 28th August, 2010 as
 per the Scheme of Arrangement approved by the Hon''able High Court of
 Judicature at Bombay.
 
 (ii) Allotment of 50,00,000 equity shares of Rs. 2/- (Rupees Two Only)
 each at a premium of Rs. 181/- (Rupees One Hundred Eighty One Only) on
 9th September, 2010 to Future Corporate Resources Limited (Formerly
 known as PFH Entertainment Limited) allottee of promoter group on
 exercising their option for equity shares on 50,00,000 warrants
 allotted to it on 22nd May, 2009 on preferential basis pursuant to
 Chapter VII of the Securities and Exchange Board of India (Issue of
 Capital Disclosure Requirements) Regulations, 2009.
 
 Preference Capital
 
 (i) Further pursuant to the same Scheme of Arrangement between HSRIL
 and the Company 63,47,635 0.01% Compulsorily Convertible Preference
 shares(CCPs) of Rs.100/- each were also allotted to specific shareholders
 of HSRIL on 28th August, 2010. As per terms of the issue these CCPs
 were converted into similar number of Equity shares on 31st July, 2011.
 
 Further during current financial year 2011-12 following further issue
 of capital has been completed
 
 (ii) Conversion of 63,47,635 0.01% Compulsorily Convertible Preference
 shares(CCPs) of Rs. 100/- each into 63,47,635 Equity Shares of Rs. 2/-
 each. The said conversion has been done as per terms of issue of the
 said CCPs.
 
 Upon conversion of the aforesaid 63,47,635 CCPs all the CCPs issued in
 2010 have been converted into equity shares and there are no
 outstanding CCPs pending for conversion.
 
 DEBENTURES
 
 During the year under review, the Company has raised long term funds
 through Non-Convertible Debentures aggregating Rs.200 crores. The funds
 raised were utilised for the objects as stated at the time of raising
 funds. This has helped the Company to improve its debt maturity profile
 and reduce the cost of debt.
 
 FIXED DEPOSITS
 
 The Company has not accepted any Deposits during the year.
 
 REPORT ON CORPORATE GOVERNANCE
 
 A detailed report on Corporate Governance together with Auditors
 certificate as required under clause 49 of the listing agreement has
 been included as an attachment to this Report.
 
 The management discussion and analysis as required under clause 49 of
 the listing agreement has been dealt with extensively as part of this
 Annual Report.
 
 THE FUTURE
 
 Financial Year 2010-11 had started on a good note, but due to overall
 global economy downturn, the impact has also been felt in the retail
 consumption sector. This coupled with the increased finance charges due
 to steep increase in interest rates has affected the profitability of
 the Company.  However, the Company would continue with its expansion
 plans diligently. The Company has strategically finalised the plan for
 acquisition of properties on lease basis for the next three to four
 years. The management believes that this would be a major winning
 factor, as there would be space constraints in future with increase of
 demand for the retail space. The spurt in demand would be from the
 established organised retail competitors as well as new entrants who
 may enter due to the opening of the retail sector for the foreign
 investment. Further the Company has invested in revamping its various
 format designs and refurnishing the look of the formats to attracts
 more eyeballs and footfalls.
 
 Your Company''s plan to continue to pursue its growth strategy to
 strengthen its position as a leading player in the consumption space of
 India, would continue with its expansion plans and continue to increase
 its presence on a pan India basis by opening more retail outlets in
 tier 2 and tier 3 cities and by further strengthening its position in
 key metro cities. The Company believes that with such growth strategy
 the objective of the Company to capture maximum share of the consumer''s
 wallet for good value to consumer could be achieved.
 
 Your Company has planned to increase its combined operating retail
 space from around 15.0 million square feet currently to around 25.0
 million square feet in next three to four years.
 
 The Company is planning to unlock some value by selling some of its
 non-core investments/assets to ease the liquidity crunch on the main
 business activities of the Company. The Company continues to believe
 that the businesses of the subsidiary would create value over a long
 run and the Company would be able to unlock better value in future.
 
 SUBSIDIARY COMPANIES & JOINT VENTURES SUBSIDIARY COMPANIES
 
 The Company now has in all 27 subsidiaries as at the end of financial
 year 2010-11.
 
 Future Value Retail Limited
 
 Future Value Retail Limited (FVRL) is a wholly owned subsidiary of
 PRIL, and is now engaged in Value Retail Business since 1st January,
 2010 as part of the realignment initiative of the Company. PRIL holds
 100% of its equity capital. During FY 2010-11, FVRL registered income
 from operations amounting to Rs.6914.83 Crores and profit for the said
 financial year stood at Rs.113.00 Crores. FVRL is operating formats like
 Big Bazaar and Food Bazaar apart from other smaller format in Value
 Retail Business.  During the year, along with those located with in the
 19 new Big Bazaar stores and 26 Food Bazaar stores opened between July
 2010 and June 2011. In addition to the above, other formats of FVRL
 also saw a good growth in terms of numbers as well as turnover.
 Management at FVRL is positive of the growth of the business.
 
 Future Capital Holdings Limited
 
 Future Capital Holdings Limited (FCH) is the financial services arm of
 the Future Group. FCH is involved in the business of providing retail
 financial services, corporate lending, wholesale credit, trade finance
 and asset management services. Your Company has 53.67% stake in FCH.
 During FY 2010-11, FCH registered income from operations of Rs.238.54
 Crores and its profit after tax stood at Rs.55.26 Crores. During the year
 under review its wholly owned subsidiary has been merged with FCH.
 
 Home Solutions Retail (India) Limited
 
 Home Solutions Retail (India) Limited (HSRIL) was incorporated to
 operate in the home and hard goods consumption space. The key product
 categories that the company deals with include Consumer Durables &
 Electronics (CD & E), Furniture, Home furnishing & decor, Home
 improvement and Home services including design. During the year Home
 improvement, CD & E business of HSRIL has been demerged and vested with
 the Company pursuant to the Scheme of Arrangement.  After this
 demerger, HSRIL operates retail formats like ''Collection i'' in home
 furnishing and decor. Your Company has 66.86% stake in HSRIL. During FY
 2010-11, HSRIL registered an income from operations of Rs.38.24 Crores
 and a corresponding loss of Rs.4.31 Crores.
 
 Future Supply Chain Solutions Limited
 
 Future Supply Chain Solutions Limited (FSCSL) is operating in the
 logistics, transportation, distribution and warehousing space. FSCSL
 provides solutions in the areas of integrated Supply Chain Management,
 warehousing, distribution and Multi Modal transportation. Your Company
 has 70.17% stake in FSCSL. FSCSL has warehousing space of 3.60 Million
 square feet spread over all across India. The company is currently
 building large scale warehousing facilities and will focus on providing
 3PL logistics solutions. During FY 2010-11, FLSL registered income from
 operations of Rs.291.88 Crores and the profit stood at Rs.0.17 Crores.
 
 Future Agrovet Limited
 
 Future Agrovet Limited (FAL) is to strengthen sourcing and distribution
 of staples and other food products for the Company. FAL has sourcing
 and distribution bases at all key cities across the country. The
 Company has 96.16% stake in FAL. During FY 2010-11, FAL registered
 income from operations amounting to Rs.778.39 Crores and profit stood at
 Rs.2.10 Crores.
 
 Future Media (India) Limited
 
 Future Media (India) Limited (FMIL) is the Group''s media venture, aimed
 at creating of media properties in the ambience of consumption and thus
 offers active engagement to brands and consumers. FMIL offers relevant
 engagement through its media properties like Visual Spaces, Print,
 Radio, Television and Activation. Your Company has 84.24% stake in
 FMIL. During FY 2010-11, FMIL registered income from operations of
 Rs.32.31 Crores and incurred loss of Rs.2.86 Crores.
 
 Future E-Commerce Infrastructure Limited
 
 Future E-Commerce Infrastructure Limited (FECIL) is to capture the
 consumption space through the internet, as well as other technology
 based and digital modes and provide infrastructure services for the
 same. The Company has 72% stake in FECIL. During FY 2010-11, FECIL
 registered income from operations of Rs.87.30 Crores and the loss stood
 at Rs.30.15 Crores.
 
 Futurebazaar India Limited
 
 Futurebazaar India Limited (FBIL) has been set up as the e-Retailing
 arm of the Future Group for providing on-line shopping experience. Your
 Company is presently holding 100% in FBIL. FBIL commenced its ecommerce
 services through eportal www.futurebazaar.com. FBIL is successfully
 operating its e-retailing business and during FY 2010-11, FBIL
 registered income from operations of Rs.22.53 Crores and its profit after
 tax stood at Rs.0.05 Crores.
 
 Other Subsidiaries
 
 In addition to the above operating subsidiaries, other subsidiaries viz
 Future Knowledge Services Limited, Future Learning and Development
 Limited, Splendor Fitness Private Limited, nuZone Electronics Limited,
 nuZone Ecommerce Infrastructure Limited and Winner Sports Limited have
 been created as subsidiary with the certain specific objectives and
 will be utilised accordingly at opportune time.
 
 In addition to direct subsidiaries, the Company has thirteen
 
 step-down subsidiaries which includes eleven subsidiaries of FCH and
 one each of FVRL and FSCSL.
 
 As required under the Listing agreement with the Stock Exchanges, the
 Company is mandatorily required to prepare the Consolidated Financial
 Statements, according to the applicable Indian Accounting Standards and
 reflects the financial position of all the subsidiary Companies of the
 Company.
 
 A statement pursuant to section 212 of the Companies Act, 1956 relating
 to subsidiary companies has been given as an annexure in this Annual
 Report before consolidated statements. Further the Board has passed
 resolution pursuant to the General Circular No. 2/2011 dtd 8 February,
 2011, issued by Ministry of Corporate Affairs, giving consent for not
 attaching the balance sheet of the subsidiary companies. The Company is
 publishing the consolidated financial statements of the holding company
 and all subsidiaries duly audited by its auditors, in compliance with
 the applicable accounting standards and listing agreement and a
 statement disclosing the necessary information regarding each of
 subsidiary.
 
 It is hereby confirmed that Annual accounts of the subsidiary companies
 and the related detailed information shall be made available to the
 shareholders of the holding and subsidiary companies seeking such
 information at any point of time. The annual accounts of the subsidiary
 companies shall be available for inspection by any shareholders in the
 head office of the holding company and of the subsidiary companies
 concerned. Details of accounts of subsidiaries shall be furnished to
 any shareholder on demand;
 
 JOINT VENTURES
 
 Future Axiom Telecom Limited Joint Venture with Axiom Telecom LLC, UAE
 
 The Company had disposed its entire investment in Future Axiom Telecom
 Limited (FATL) which was a joint venture company with Axiom Telecom
 LLC, UAE during the year under review.
 
 Insurance Joint Venture
 
 Future Generali India Life Insurance Company Limited
 
 Future Generali India Life Insurance Company Limited (FGI-Life) is
 Company''s joint venture in the Life insurance sector. FGI-Life has
 commenced the commercial operations from September 2007. The Company
 has also entered into joint venture arrangements with Sprint Advisory
 Services Private Limited (formerly known as Sain Advisory Services
 Private Limited) which is SPV for this insurance venture of the
 Company. FGI-Life has introduced many insurance products to suit
 requirements of various categories of customers.
 
 Future Generali India Insurance Company Limited
 
 Future Generali India Insurance Company Limited (FGI- Nonlife) is
 Company''s joint venture in the general insurance sector. FGI-Nonlife
 has commenced the commercial operations from September 2007. The
 Company has also entered into joint venture arrangements with Shendra
 Advisory Services Private Limited which is SPV for this insurance
 venture of the Company. FGI-Nonlife has also introduced general
 insurance products for various insurance needs of the different
 categories of customers.
 
 NTC joint ventures
 
 Apollo Design Apparel Parks Limited & Goldmohur Design & Apparel Park
 Limited
 
 The Company has entered into joint venture with NTC for the
 restructuring and development of the Apollo Mills and Goldmohur Mills
 situated in Mumbai. For the same two separate SPV companies have been
 created viz. Apollo Design Apparel Parks Limited (ADAPL) & Goldmohur
 Design & Apparel Park Limited (GDAPL). The ADAPL & GDAPL would be
 working for the restructuring and development of the Apollo Mills and
 GoldMohur Mills respectively. During the year ADAPL made a turnover of
 Rs.234.98 crores and earned profit of Rs.5.39 crores. Further during the
 year GDAPL made a turnover of Rs.236.56 crores and earned profit of Rs.6.28
 crores.
 
 Office Products Joint Venture
 
 Staples Future Office Products Private Limited
 
 Staples Future Office Products Private Limited (SFOPPL) is designed to
 capture the consumption space of office supplies, office equipments and
 products. SFOPPL is a joint venture between the Company and Staples
 Asia Investment Limited (a subsidiary of Staples Inc USA). During
 FY10-11, SFOPPL registered income from operations amounting to Rs.175.17
 Crores and the loss stood at Rs.17.64 Crores.
 
 Footwear Joint Venture
 
 Clarks Future Footwear Limited
 
 The Company has entered into a 50 : 50 joint venture with C & J Clark
 International, a company incorporated in UK, for the Single brand
 retailing of the Clarks branded footwear and allied products. The
 joint venture would also be engaged in wholesale business of Clarks
 branded products in India. With this Joint Venture, the Company has
 taken a strategic business decision to enlarge its business activities
 and have a better footprint in retail as well as wholesale of branded
 footwear and allied products in India. During the year under review,
 the Company sold its entire investment in the joint venture company to
 one of its group companies.
 
 DIRECTORS
 
 Mr. Kishore Biyani, Dr. Darlie Koshy, Mr. Anil Harish and Mr. Vijay
 Biyani retire by rotation and being eligible, offer themselves for
 re-appointment. The details as required by clause 49 of the listing
 agreement, is given as part of the notice.
 
 DIRECTORS RESPONSIBILTY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
 Directors of the Company hereby state and confirm that: -
 
 (i) In preparation of the annual accounts, the applicable accounting
 standards have been followed with proper explanation relating to
 material departures
 
 (ii The accounting policies selected have been applied consistently and
 judgments made and estimates given are reasonable and prudent so as to
 give a true and fair view of the state of affairs of the Company as on
 30th June 2011 and the profit of the company for the year ended on that
 date;
 
 (iii) The proper and sufficient care have 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;
 
 (iv) The accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 M/s. NGS & Co., Chartered Accountants, Mumbai, hold office as Statutory
 Auditors upto the conclusion of the ensuing Annual General Meeting and
 being eligible, offer themselves for re-appointment. Shareholders are
 requested to appoint them as Statutory Auditors to hold office upto the
 conclusion of the next Annual General Meeting and to fix their
 remuneration. The observations made by the auditors are
 self-explanatory.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Audited consolidated financial statements are provided as part of
 the Annual Report in accordance with Accounting Standard AS-21, AS-23 &
 AS 27 dealing with the consolidated financial reporting. These
 statements have been prepared on the basis of the financial statements
 received from subsidiaries and joint ventures, as approved by their
 respective Board of Directors.
 
 PARTICULARS OF EMPLOYEES
 
 The statement containing particulars of employees as required under
 section 217(2A) of the Companies Act, 1956 and the rules made
 thereunder, is given as an annexure appended hereto and forms part of
 this report. In terms of section 219(1)(iv) of the Act, the report and
 accounts are being sent to the shareholders excluding the aforesaid
 annexure. Any shareholder interested in obtaining the copy of annexure
 may write to the company secretary at the registered office of the
 Company.
 
 CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 A Statement giving details of conservation of energy (in Form A) and
 foreign exchange earnings and outgo, as required under Section
 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Directors) Rules, 1988, in
 Annexure I is attached and forms part of this report. However there is
 no expenditure on R&D, Technology absorption, adoption & innovation
 during the current financial year. The Company being concentrating on
 the domestic consumption space do not have any specific exports
 initiatives to report to members.
 
 AWARDS AND RECOGNITIONS
 
 Being leader in Retail Industry the Company and its retail formats
 continue to be acknowledged at various forums.  Given here under are
 few recognitions and awards received during the year under review.
 
 Images Retail Awards 2011
 
 Most Admired Retailer of the year 2011 in the Home Products Category -
 Home Town
 
 CNBC AWAAZ Consumer Awards 2011
 
 Most Recommended Modern Retail Brand of the year in the Popular Choice
 Category - Big Bazaar.
 
 Brand Equity''s Most Trusted Brands 2011 Awards
 
 Most Trusted Retailer - Big Bazaar.
 
 Food Forum of India 2011-Coca Cola Golden Spoon Awards
 
 Most Admired Food and Grocery Retailer of the year: Private Labels.
 
 ACKNOWLEDGMENT
 
 The Board wishes to place on record their sincere appreciation to all
 the consumers, working capital consortium bankers lead by Bank of
 India, vendors, and other stakeholders for the continued support and
 patronage during the previous year. The board further wishes to record
 their sincere appreciation to the employees of the Company whose
 efforts, hard work and dedication has enabled the Company to achieve
 the targets and recognitions.
 
                                    For and on behalf of the Board,
 
 Place: Mumbai                                  Shailesh Haribhakti
 
 Date : 25/08/2011                                         Chairman