Brigade Enterprises Ltd

To

The Members,

Your Directors have pleasure in presenting the sixteenth Annual Report on business andoperations of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March, 2011.

Dividend:

The Board of Directors of the Company have recommended a dividend of Rs. 1.50 (Rupeesone and paise fifty only) (15%) per equity Share which is subject to the approval of theshareholders in the ensuing Annual General Meeting of the Company. The total payment onaccount of Dividend (including Dividend Tax) shall be Rs. 1963.43 lakhs. A sum of Rs894.57lakhs has been transferred to the General Reserve.

Share Capital:

There has been no changes in the share capital of the Company during the year.

Operational Review & Future:

The financial year 2010-11 has been the year of unprecedented events viz. shakyEuropean economy, mounting debt in Greece, Portugal, Spain and even Italy which hadrippling effect across the globe. The inflation rates spiralling to double digits inIndia, coupled with interest rate hikes by the Reserve Bank of India, has impacted thegrowth of the Indian Economy in general and the Real Estate sector in particular.

The performance of your Company has been encouraging despite the above factors. Thesnapshot of the performance during the year is as follows:

Brigade Gateway:

The Residential blocks aggregating to 1.85 million square feet have been completedduring the year. Brigade Gateway is the most integrated enclave in an urban centreanywhere in the country. The total integration of the residential apartments with offices,retail, hotel, hospital, educational and recreational facilities within the city, isunprecedented. The convenience of living in such an environment will truly be a greatexperience.

One of the most significant developments during the year is securing the license tobrand our office space in Brigade Gateway as World Trade Center Bangalore. This license isheld by WTC Trades & Projects Private Limited, a wholly owned subsidiary of theCompany. We join the elite group of 29 to own WTC (World Trade Center) buildings worldwideand only the second in India. WTC is the most recognized and sought-after business addressanywhere in the world. WTC Bangalore is the tallest building in Bangalore (128 meters)with many unique features, including for the first time in Bangalore an observation deck.It is designed to International A++ specifications and would be an iconic landmark in theCity’s skyline.

WTC Bangalore would be operational in a few months and would be a proud and positivedevelopment for us and for the city of Bangalore.

The Orion Mall, aggregating to more than 8,00,000 sft would be operational in thefinancial year 2011-12. Your Company has already leased 75% of the total area.

Brigade Metropolis:

The residential blocks, aggregating to about 1.44 million sft, have beencompleted during the year. We are happy and pleased to inform you that this project haswon the award for the best "Residential Property South" in the prestigious CNBCAWAAZ CRISIL CREDAI Real Estate Awards 2010 held in Singapore in May, 2011. The Commercialspace is on the verge of completion.

Brigade Palmsprings at J. P. Nagar, Bangalore, aggregating to around 0.82 millionsquare feet comprising 216 apartments was completed during the year.

Commercial:

During the year the Company monetized the following commercial assets:

> Hospital Building of 0.14 million sft located at Brigade Gateway Project atMalleswaram, Bangalore

> Brigade Seshmahal aggregating to 0.02 million sft located at Basavangudi,Bangalore

A total of 0.98 million sft of commercial space was leased / sold during theyear

Hospitality Domain:

> Sheraton Bangalore Hotel: The construction of the 230 room Sheraton Bangalore atBrigade Gateway has been completed and the operations have commenced during the year.

> Grand Mercure: Grand Mercure (formerly known as Mercure Homstead Residences) atKoramangala in Bangalore owned by the Company and managed by Accor group has been breakingrecords in terms of its performance.

Special Economic Zones—The construction work at the Special Economic Zone at Kochiwould commence shortly. The infrastructure works is being undertaken by the concernedstatutory authorities in the Special Economic Zone at Mangalore. We will commenceconstruction on completion of the infrastructure works by the authorities.

Brigade Value Homes—The first Brigade Value Homes project "BrigadeMeadows" will be launched in South Bangalore. About 1.3 million sft will be launchedas part of phase 1 in the second quarter of the financial year 2011-12. The second projectof Brigade Value Homes will be launched in the North Bangalore in the financial year2011-12.

Company has finalised the land and entered in to joint development agreement forBrigade Value Homes to be launched in East Bangalore.

The following projects have been launched by the Company in 2010-11:

> Brigade Rhapsody at Bangalore is a premium residential project aggregating to0.03 million sft comprising 8 apartments

> Brigade Zenith, our premium residential project in Banjara Hills, Hyderabadaggregating 0.18 million sft which would comprise 48 apartments.

> Orion Mall at Banaswadi, Bangalore aggregating to 0.25 million sft.

The ground breaking ceremonies for the following projects were conducted during theyear. These projects will be launched shortly except a couple of them which have alreadybeen launched.

> "Brigade Zenith in the up market Banjara Hills, our Premium ResidentialProject and maiden project in Hyderabad aggregating to 0.18 million sft.

> "Brigade Omega", our Luxury Residential Project in Thurahalli Village,Uttarahalli, Bangalore South aggregating to 0.82 million sft.

> Our Hotel and Retail Project on Kempe Gowda Road,

Bangalore aggregating to 0.16 million sft.

> "Brigade Palmgrove", our Premium Villa and Town House Project on BogadhiMain Road, Mysore aggregating to 0.27 million sft.

> Brigade Exotica on Old Madras Road, our Premium Luxury Residential ApartmentProject aggregating to 1.50 million sft.

> Brigade IRV Centre in Nallurahalli, Whitefield, our proposed Commercial Officebuilding Project aggre -gating to 0.26 million sft.

This is the 25th year of existence after the Group was initially started as apartnership firm in 1986. To commemorate the 25 years, the Company plans on launching 25projects (big, medium and small), a few of them have been recently launched and are listedabove. As we look back there is a certain amount of satisfaction which gives us thedetermination to work harder for a brighter future and to create a ‘better quality oflife’ for our customers and other stake holders.

Company will be launching around 10 million square feet of built up area in thefinancial year 2011-12. A total of around 40 projects across residential, commercial andhospitality domains aggregating to 31 million square feet area in seven cities would beconstructed and delivered in the next 4 5 years.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) as a wholly owned subsidiary of the Companyruns and manages clubs, serviced residences and convention centres. During the financialyear 2010-11 BHSL has registered income from operations amounting to Rs 4671 lakhs andProfit after tax of Rs 136.29 lakhs. There has been a marked improvement in theperformance as compared to the previous year.

WTC Trades & Projects Private Limited became a wholly owned subsidiary of theCompany during the year. This company is the proud owner of the licence "World TradeCenter" for the city of Bangalore, awarded to it by the World Trade CentersAssociation, U S A. (WTCA). The licence held by WTC Trades entitles it to use the tradenames, trademarks and goodwill associated with "World Trade Center" & MapDesign Logo & WTC in the City of Bangalore. The Company has rebranded its office spaceat its integrated enclave Brigade Gateway as World Trade Center which is indicative of theinternational standards of construction quality.

Brigade Estates and Projects Private Limited and Brigade Properties Private Limited arewholly owned Subsidiaries of the Company with main business in the field of real estatedevelopment. Brigade Infrastructure & Power Private Limited is a wholly ownedsubsidiary with it’s main object in the field of Infrastructure and power. TheseCompanies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of theCompany with its main business in the field of sports-related activities. BTPL has incomefrom operations amounting to Rs 5.12 lakhs and incurred a loss of Rs 14.36 lakhs.

Joint Venture:

BCV Developers Private Limited is a 50:50 joint venture between the Company and ClassicValmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. YourCompany has 50% representation of the Board of this Company. Villas will be launched inthe first phase of this mixed use project in the second quarter of the financial year2011-12. Construction of the model villas is presently in progress.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant toClause 32 of the Listing Agreement entered with the Stock Exchanges. The ConsolidatedFinancial Statement and Auditors’ Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year. There are no depositsrepaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Mr M. R. Jaishankar and Ms Githa Shankar retire by rotation and being eligible, offerthemselves for re-appointment.

None of the Directors of the Company are disqualified under Section 274(1)(g) of theCompanies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors ofthe Company retire at the ensuing Annual General Meeting of the Company and being eligiblefor re-appointment have offered themselves for re-appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confirmed that theappointment, if made, will be in accordance with the limits prescribed under Section224(1B) of the Companies Act, 1956.

Group

Pursuant to the intimation received from the Promoter(s), the names of the promotersand entities forming part of "Group" is disclosed in the Annual Report inaccordance with Regulation 3(1)(e)(i) of the Securities and Exchange Board of India(Substantial Acquisition of Shares and registered Takeovers) Regulations, 1997.

Directors’ Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect tothe Directors’ Responsibility Statement, it is hereby confirmed that: i. In thepreparation of the Annual Accounts, the applicable Accounting Standards have been followedalong with proper explanation relating to material departures. ii. The Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the Financial Year and of the profit and loss ofthe Company for that period. iii. The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. iv. The Directors have prepared the accounts on a going concernbasis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to thisReport.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975 as amended, the names and otherparticulars of 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 Companies Act,1956, the Annual Report excluding the aforesaid information is being sent to all membersof the Company and others entitled thereto. Any person interested in obtaining suchparticulars may write to the Company Secretary at the Corporate Office of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreignexchange earnings and outgo pursuant to the provisions of Section 217(1)(e) of theCompanies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Boardof Directors) Rules, 1988, is contained in Annexure I.

Awards and Recognitions:

Brigade Metropolis, our integrated enclave on Whitefield Road in Bangalore has won theprestigious CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010 for the best"Residential Property South".

OCHRE, Architects, have won the award for the "Best Hospitality Architecture"for Galaxy Club project @ Brigade Gateway Enclave in the CNBC AWAAZ CRISIL CREDAI RealEstate Awards 2010.

The Company’s Commercial Project World Trade Center, Bangalore @ Brigade Gateway,Malleswaram, Bangalore, has won the award for the ‘Best Commercial Project of theYear’ in the prestigious Property World Awards for 2010.

The Company won the "Best Commercial Developer of the Year" Award at theRealty Plus Excellence Awards 2011 (South).

This is the third consecutive year that we have received an award at the Realty PlusAwards. On the earlier two occasions, the awards were for the "Regional Developer ofthe Year - South".

The Company won the award for the "Best Developer in ResidentialInfrastructure" at the Construction Source India Awards 2010.

Mr M. R. Jaishankar, Chairman and Managing Director of the Company was presented withthe SENIOR BUILDER AWARD in appreciation and recognition of his excellent contribution toCivil Engineering Construction on the occasion of Builders’ Day celebration by theBuilders’ Association of India, Karnataka (Bangalore) Centre.

Acknowledgements:

The Board wishes to place on record its appreciation to all the stakeholders for theircontinuous support, encouragement and patronage. We would like to thank the Brigadiers fortheir valuable contribution and request them to keep up the good work. This is thebeginning of the journey to achieve the vision of becoming a world class organisation inits products, processes, people and performance. We require the whole-hearted co-operationof all stakeholders to achieve this vision.

Annexure "I"

Conservation of Energy

(a) Energy conservation measures taken:

The conservation of Energy and Water, and the protection of the environment air, water,and ground from pollution is an integral part of Design and Development.

The cost of power / fuel consumption doesn’t constitute a major cost of theproject. This cost per se is the power and fuel purchased for construction process such asoperation of cranes, lifts, conveyors lighting, welding, cutting, drilling and operationof other electrical instruments at the project sites. The buildings being Mega and Highraised structures it is imperative to use power assisted gadgets for the safety of theworkers.

However the company has been taking energy saving measures viz.,

> Efficient lighting system for energy conservation by use of CFL fittings inall offices of the Company including sites.

> CFL fittings are provided inside the building for common area lighting in theprojects of the Company

> Automatic timer controls of facade lighting in common areas.

> Use of electrical equipments with minimum of three star rating by Bureaus ofEnergy Efficiency, Government of India.

> Efficient ventilation system in offices and the projects of the Companyespecially residential with a major thrust on natural ventilation.

> Energy efficient water supply pumps for applications.

> Earthquake and Disaster Protection for buildings to reduce damage and wastageof precious natural resources

> Utilising the natural light sources on lighting system, and installhigh-efficiency lamps (CFL and LED Lamps) with the high frequency electronic ballasts.

> Painting the ceilings and walls in favor of reflecting effect with lightercolors.

> Use of glass as building material to maximise the use of Day-light in officesand projects of the company and at the same time not increasing the air conditioning loadby suitably shading the building.

> Usage of renewable energy sources like solar energy wherever possible topreserve the environment and ensure energy savings

> Utilisation of solar energy wherever possible for heating and lighting in allthe projects of the company

> Design and Implementation of Green Building norms in all our future projects

(b) Additional investment and proposals, if any, being implemented for reduction inconsumption of energy.

The Company as a matter of policy has a regular and ongoing programme for investmentsin energy saving devices, wherever possible, used in construction. Studies are being madeto reduce energy consumption and make suitable investments in this area, if necessary.

(c) Impact of measures taken at (a) and (b) above for reduction of Energy consumptionand consequent impact of the same

The impact of the measures taken cannot be quantified as the company is in theconstruction field

(d) Total energy consumption and energy consumption per unit as per form A of theAnnexure to the rules of industries specified in the schedule thereto: Not Applicable.

II. Technology absorption

Company works on a mechanised process to reduce cost and increase the has from time totime engaged international architects and consultants in its integrated enclave projectsfor using the latest designs and technology.

Company has implemented ERP package SAP for integrating the various process andoperations of the Company.

Modern Technology / Machinery is used by the Company from time to time to achievemaximum efficiency in operations.

III. Research and Development

More standardised building elements which adheres to quality standards More efficientand effective planning of construction pumping activities for maintaining the quality.

Benefits derived from R & D

The buildings constructed adhere to highest standard of quality.

Expenditure on R & D

It forms part of the project cost and cannot be quantified separately.

IV. Foreign Exchange Earnings & Outgo

The details of Foreign Exchange inflow and outflow during the year are as follows: