HSBC InvestDirect (India) Limited

(Formerly known as IL&FS Investsmart Ltd)

Registered Office: Dhana Singh Processor Premises, J B Nagar, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059

Unaudited Financial results for the three months ended 30 June 2010 (Standalone)
Rs. in Lakhs
For the quarter For the quarter
For the year ended
ended ended
Sr. No. Particulars 31 March 2010
30 June 2010 30 June 2009
(Audited)
(Unaudited) (Unaudited)

(1) (2) (3) (4) (5)

1 a) Income from Operations 342.64 383.07 1,440.96
b) Other Operating Income - - -

2 Expenditure
a) Employee Cost (see Note 2) 262.14 139.08 653.36
b) Depreciation / Amortisation 31.71 29.36 117.29
c) Rent - 23.80 73.10
d) Legal & Professional Fees 13.00 47.20 92.14
e) Shared Service charges (43.00) - 77.80
f) Other Expenditure 62.82 84.00 130.96
Total Expenditure (a to f) 326.67 323.44 1,144.65
3 Profit/ (Loss) from Operations before Other Income, Interest and Exceptional 15.97 59.63 296.31
items (1-2)
4 Other Income 0.02 0.01 9.61
5 Profit/ (Loss) before Interest and Exceptional items (3+4) 15.99 59.64 305.92
6 Interest & Finance Charges 0.10 0.01 0.05
7 Profit/ (Loss) after Interest but before Exceptional items (5-6) 15.89 59.63 305.87
8 Exceptional items (see Note 1 & 2) 109.70 379.05 (172.94)
9 (Loss)/ Profit from Ordinary activities before Tax (7-8) (93.81) (319.42) 478.81
10 Less: Tax Expense (see Note 6) 173.00 (77.79) 627.98
11 Net Loss from Ordinary activities After Tax (9-10) (266.81) (241.63) (149.17)
12 Extraordinary items (net of tax expense) - - -
13 Net Loss for the period (11-12) (266.81) (241.63) (149.17)
14 Paid up Equity Share capital (Face value Rs.10) 7,078.98 6,983.63 7,056.68
15 Reserves excluding revaluation reserves (as per Balance Sheet 60,831.33
of previous accounting year)
16 (a) Earnings per share-Basic and Diluted EPS before Extraordinary items (0.38) (0.35) (0.21)
(not annualised) (Rs.)
16 (b) Earnings per share-Basic and Diluted EPS after Extraordinary items (0.38) (0.35) (0.21)
(not annualised) (Rs.)
17 Aggregate of Public shareholdings:
- Number of shares (nos.) 1,400,859 4,287,830 5,018,330
- Percentage of shareholding 1.97% 6.14% 7.11%
18 Promoters and Promoter Group Shareholding
a) Pledged/ Encumbered
- Number of shares - - -
- Percentage of shares (as a % of the total shareholding of promoter and promoter
group) - - -
- Percentage of shares (as a % of the total sharecapital of the company) - - -
b) Non-encumbered
- Number of shares 69,388,914 65,548,443 65,548,443
- Percentage of shares (as a % of the total shareholding of promoter and promoter
group) 100% 100% 100%
- Percentage of shares (as a % of the total share capital of the company) 98.03% 93.86% 92.89%

Notes:

1 Exceptional items comprise following: Rs. in Lakhs

Particulars
For the quarter For the quarter
For the year ended
ended ended
31 March 2010
30 June 2010 30 June 2009
(Audited)
(Unaudited) (Unaudited)

Reversal of ex-gratia and excess managerial remuneration expenses for FY - - (867.07)

2007-08 and FY 2008-09
Provision for diminution in value of Investments in subsidiary companies 109.70 (33.20) 281.88
Refund of Income from The Bank of New York - 412.25 412.25
109.70 379.05 (172.94)

2 Employee remuneration expenses for the financial year 2007-08 and 2008-09 includes Rs.73.48 lakhs and Rs.44.84
lakhs respectively of remuneration paid to wholetime directors of the Company which are in excess of the limits
prescribed under the Companies Act, 1956 for which the Company has applied to the Central Government for approval.
Employee remuneration expenses for the year ended 31 March 2009 includes Rs.748.75 lakhs paid as ex-gratia to the
erstwhile Managing Director & CEO post his resignation. Based on external legal advice, the Company has taken a view
that this payment, not being in the nature of managerial remuneration under the Act, did not require Central Government
approval. However, out of abundant caution, the Company has applied to the Central Government for approval of the
same. Pending receipt of approvals from the Government, the amount paid as ex-gratia and the amounts paid in excess
of the limits prescribed under section 198 and 309 of the Companies Act aggregating to Rs.867.07 lakhs have during the #
year ended March 2010 been reversed to the Profit and Loss account as a prior period credit included in Exceptional
Items with a corresponding debit to advances as any excess remuneration paid is to be held in trust by the directors. Of
the above, the Central Government has rejected Rs.3.89 lakhs and approval for balance is awaited. The Company has
applied for reconsideration of the aforesaid rejection.

3 With a view to align the business with the long term strategy of HSBC InvestDirect, the Board of Directors of the
Company, vide resolution passed on 19 May 2010, approved discontinuation of the Merchant Banking Business by
HSBC InvestDirect Securities (India) Limited. (HISL) and surrender of its Merchant Banking Licence of Securities and
Exchange Board of India. HISL continues to be a trading member of the Bombay Stock Exchange Limited and National
Stock Exchange of India Limited in the Cash and Futures & Options Segments and will focus its efforts on the retail and
corporate segment.

4 The Company currently operates as a non-operative holding company and its principal activity has been investment in
and loans given to subsidiaries, an associate and employees' welfare trust. The Company also holds a certificate of
registration from Delhi Stock Exchange ("DSE") as a stock broker. The Company has applied for surrender of trading
rights on DSE and the surrender process is still not concluded. It is the understanding of the Company that post
conclusion of the surrender process with DSE, the Company would need to obtain a Certificate of Registration ("CoR")
from the Reserve Bank of India ("RBI") to carry on activities as a Non Banking Financial Company (“NBFC”). For this
purpose, the Company voluntarily approached RBI and was advised to make the application for obtaining CoR. Based
on RBI's advice, the Company made an application to RBI in April 2009 for registration as NBFC and has been
providing additional documents and information to RBI as requested and approval is yet to be received.

5 During the current quarter, the Company under the 2006 ESOP scheme, issued 223,000 shares at the exercise price of
Rs.180 per share to its eligible ex-employees or employees/ ex-employees of its subsidiaries. Due to the aforesaid, the
Company's equity capital has increased by Rs.22.30 lakhs and Reserves by Rs.379.10 lakhs.

6 The tax expenses for the quarter ended 30 June 2010 includes Rs.134 lakhs for prior year.

7 Pursuant to the SEBI (Delisting of Equity Shares) Regulations 2009, the Company has complied with the formalities for
delisting of equity shares from the Bombay Stock Exchange Limited and The National Stock Exchange of India Limited.
The exchanges have approved the delisting application and accordingly trading in the equity shares of the Company
ceased on 8 July 2010 and they were delisted from the exchanges' records on 15 July 2010. The exit option has been
kept open, at the rate of Rs.400 per share, being the exit price determined for the remaining public shareholders for a
period of one year from the date of delisting by the acquirers – HSBC Securities and Capital Markets (India) Private
Limited and HSBC Violet Investments (Mauritius) Limited.

8 The Company has a single reportable business segment of "Investments in Financial Intermediation and related
business".

9 The above financial results of the Company on a standalone basis for the quarter ended 30 June 2010 have been
reviewed and recommended by the Audit Committee and approved by the Board at its meeting held on 29 July 2010.

10 Equity investor complaints/ grievances for the quarter ended 30 June 2010: Pending at beginning of the quarter - Nil,
received during the quarter- 5 and resolved during the quarter - 5, unresolved at the end of the quarter - Nil.

11 Figures for previous periods / year have been regrouped wherever necessary to conform to the current quarter's
presentation.

In terms of our report of even date attached.

For B S R and Company For and on behalf of the Board of Directors
Chartered Accountants

Akeel Master Manasije Mishra

Partner Managing Director and CEO
Mumbai
29 July 2010
 HSBC InvestDirect (India) Limited
(Formerly known as IL&FS Investsmart Ltd)
Registered Office: Dhana Singh Processor Premises, J B Nagar, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059

Unaudited Financial results for the three months ended 30 June 2010 (Consolidated)
Rs. in Lakhs
Sr. No. Particulars For the quarter For the quarter
For the year ended
ended ended
31 March 2010
30 June 2010 30 June 2009
(Audited)
(Unaudited) (Unaudited)
(1) (2) (3) (4) (5)
1 a) Income from Operations 3,600.95 4,122.53 16,909.63
b) Other Operating Income 116.63 345.49 369.60
2 Expenditure
a) Sub-brokerage and Commissions 284.09 414.51 1,644.55
b) Employee Cost (Refer note 2) 2,476.44 2,593.31 9,257.77
c) Depreciation 552.12 655.38 2,303.44
d) Rent 460.26 967.74 3,232.36
e) Other Expenditure 1,516.94 1,472.95 6,506.78
Total Expenditure (a to e) 5,289.85 6,103.89 22,944.90
3 Loss from Operations before Other Income, Interest and Exceptional (1,572.27) (1,635.87) (5,665.67)
items (1-2)
4 Other Income 81.32 127.07 120.99
5 Loss before Interest and Exceptional items (3+4) (1,490.95) (1,508.80) (5,544.68)
6 Interest & Finance Charges 74.66 120.71 651.26
7 Loss after Interest but before Exceptional Items (5-6) (1,565.61) (1,629.51) (6,195.94)
8 Exceptional items (Refer note 1 & 2) - (412.25) 486.06
9 Loss from Ordinary activities before Tax (7-8) (1,565.61) (2,041.76) (5,709.88)
10 Less: Tax Expense (Refer note 6) 198.00 (77.79) 1,060.97
11 Net Loss from Ordinary activities After Tax before Share of profit of (1,763.61) (1,963.97) (6,770.85)
an Associate and Minority Interest (9-10)
12 Add: Share of Profit / (Loss) of Associates 4.80 (25.93) (9.54)
13 Less: Minority Interest - - -
14 Net Loss from Ordinary activities After Tax (11+12-13) (1,758.81) (1,989.90) (6,780.39)
15 Extraordinary items (net of tax expense) - - -
16 Net Loss for the period (14-15) (1,758.81) (1,989.90) (6,780.39)
17 Paid up Equity Share capital (Face value Rs.10) 7,078.98 6,983.63 7,056.68
18 Reserves excluding revaluation reserves (as per Balance Sheet of previous 48,824.32
accounting year)
19 (a) Earnings per share-Basic and Diluted EPS before Extraordinary items (2.49) (2.85) (9.67)
(not annualised) (Rs.)
19 (b) Earnings per share-Basic and Diluted EPS after Extraordinary items (2.49) (2.85) (9.67)
(not annualised) (Rs.)
20 Aggregate of Public shareholdings:
- Number of shares (nos.) 1,400,859 4,287,830 5,018,330
- Percentage of shareholding 1.97% 6.14% 7.11%
21 Promoters and Promoter Group Shareholding:
a) Pledged/ Encumbered
- Number of shares - - -
- Percentage of shares (as a % of the total shareholding of promoter and - - -
promoter group)
- Percentage of shares (as a % of the total share capital of the company) - - -

b) Non-encumbered
- Number of shares 69,388,914 65,548,443 65,548,443
- Percentage of shares (as a % of the total shareholding of promoter and 100% 100% 100%
promoter group)
- Percentage of shares (as a % of the total share capital of the company) 98.03% 93.86% 92.89%

Segmentwise Revenue, Results and Capital Employed under Clause 41 of the Listing Agreement (Consolidated)
Rs. in Lakhs
Sr No. For the quarter For the quarter
For the year ended
ended ended
Particulars 31 March 2010
30 June 2010 30 June 2009
(Audited)
(Unaudited) (Unaudited)
(1) (2) (3) (4) (5)
I Segment Revenue
(a) Broking 2,661.55 2,953.62 11,305.16
(b) Financing 1,289.64 1,451.85 5,525.82
(c) Others 174.46 676.11 2,186.24
(d) Unallocated 0.87 0.13 -
Total Revenue 4,126.52 5,081.71 19,017.22
Less: Intersegment Revenue 327.62 486.62 1,617.00
Net Income from Operations 3,798.90 4,595.09 17,400.22
II Segment Results
Segment Results before tax from each segment
(a) Broking (1,623.58) (1,397.80) (4,253.91)
(b) Financing 90.69 (757.57) (1,645.87)
(c) Others (33.04) 146.80 (422.68)
(d) Unallocated 0.42 0.02 -
(1,565.51) (2,008.55) (6,322.46)
Less: Interest (0.10) (0.01) (0.05)
Less: Net unallocable expenditure - (33.20) (285.68)
Add: Un-allocable Income - - 898.31
Total Loss before Tax (1,565.61) (2,041.76) (5,709.88)
III Capital Employed
(Segment assets - Segment liabilities)
(a) Broking 13,660.07 12,265.12 10,850.25
(b) Financing 39,057.03 36,515.49 38,841.80
(c) Others 3,243.69 9,885.57 8,052.21
(d) Unallocated 7,204.77 5,935.07 6,652.98
Total 63,165.56 64,601.25 64,397.24

Standalone Information
Rs. in Lakhs
Sr. No. Particulars For the quarter For the quarter
For the year ended
ended ended
31 March 2010
30 June 2010 30 June 2009
(Audited)
(Unaudited) (Unaudited)
1 Revenue 342.66 383.08 1,450.57
2 (Loss) / Profit before tax (93.81) (319.42) 478.81
3 Loss after tax (266.81) (241.63) (149.17)

Notes:

1 Exceptional items comprise following: Rs. in Lakhs

Particulars
For the quarter For the quarter
For the year ended
ended ended
31 March 2010
30 June 2010 30 June 2009
(Audited)
(Unaudited) (Unaudited)

Reversal of ex-gratia and excess managerial remuneration expenses for FY - - 968.31

2007-08 and FY 2008-09
Reversal of expenses incurred for increase in authorised share capital - - (70.00)
Refund of Income from The Bank of New York - (412.25) (412.25)
- (412.25) 486.06

2 Employee remuneration expenses for the financial year 2007-08 and 2008-09 includes Rs.73.48 lakhs and
Rs.146.08 lakhs respectively of remuneration paid to wholetime directors of the Company which are in excess of
the limits prescribed under the Companies Act, 1956 for which the Company has applied to the Central
Government for approval. Employee remuneration expenses for the year ended 31 March 2009 includes
Rs.748.75 lakhs paid as ex-gratia to the erstwhile Managing Director & CEO post his resignation. Based on
external legal advice, the Company has taken a view that this payment, not being in the nature of managerial
remuneration under the Act, did not require Central Government approval. However, out of abundant caution,
the Company has applied to the Central Government for approval of the same. Pending receipt of approvals from
the Government, the amount paid as ex-gratia and the amounts paid in excess of the limits prescribed under
section 198 and 309 of the Companies Act aggregating to Rs.968.31 lakhs have during the year ended March
2010 been reversed to the Profit and Loss account as a prior period credit included in Exceptional Items with a
corresponding debit to advances as any excess remuneration paid is to be held in trust by the directors. Of the
above, the Central Government has rejected Rs.138.89 lakhs and approval for balance is awaited. The Company
has applied for reconsideration of the aforesaid rejection.

3 With a view to align the business with the long term strategy of HSBC InvestDirect, the Board of Directors of the
Company, vide resolution passed on 19 May 2010, approved discontinuation of the Merchant Banking Business
by HSBC InvestDirect Securities (India) Ltd. (HISL) and surrender of its Merchant Banking Licence of Securities
and Exchange Board of India. HISL continues to be a trading member of the Bombay Stock Exchange Ltd and
National Stock Exchange of India Ltd in the Cash and Futures & Options Segments and will focus its efforts on
the retail and corporate segment.

4 The Company currently operates as a non-operative holding company and its principal activity has been
investment in and loans given to subsidiaries, an associate and employees' welfare trust. The Company also holds
a certificate of registration from Delhi Stock Exchange ("DSE") as a stock broker. The Company has applied for
surrender of trading rights on DSE and the surrender process is still not concluded. It is the understanding of the
Company that post conclusion of the surrender process with DSE, the Company would need to obtain a
Certificate of Registration ("CoR") from the Reserve Bank of India ("RBI") to carry on activities as a Non
Banking Financial Company (“NBFC”). For this purpose, the Company voluntarily approached RBI and was
advised to make the application for obtaining CoR. Based on RBI's advice, the Company made an application to
RBI in April 2009 for registration as NBFC and has been providing additional documents and information to RBI
as requested and approval is yet to be received.

5 During the current quarter, the Company under the 2006 ESOP scheme, issued 223,000 shares at the exercise
price of Rs.180 per share to its eligible ex-employees or employees/ ex-employees of its subsidiaries. Due to the
aforesaid, the Company's equity capital has increased by Rs.22.30 lakhs and Reserves by Rs.379.10 lakhs.

6 The tax expenses for the quarter ended 30 June 2010 includes Rs.134 lakhs for prior year.

7 Pursuant to the SEBI (Delisting of Equity Shares) Regulations 2009, the Company has complied with the
formalities for delisting of equity shares from the Bombay Stock Exchange Limited and The National Stock
Exchange of India Limited. The exchanges have approved the delisting application and accordingly trading in the
equity shares of the Company ceased on 8 July 2010 and they were delisted from the exchanges' records on 15
July 2010. The exit option has been kept open, at the rate of Rs.400 per share, being the exit price determined for
the remaining public shareholders for a period of one year from the date of delisting by the acquirers – HSBC
Securities and Capital Markets (India) Private Limited and HSBC Violet Investments (Mauritius) Limited.

8 The above financial results of the Group for the quarter ended 30 June 2010 have been reviewed and
recommended by the Audit Committee and approved by the Board at its meeting held on 29 July 2010.

9 Equity investor complaints/ grievances for the quarter ended 30 June 2010: Pending at beginning of the quarter -
Nil, received during the quarter- 5 and resolved during the quarter - 5, unresolved at the end of the quarter - Nil.

10 Figures for previous periods / year have been regrouped wherever necessary to conform to the current quarter's
presentation.

11 As per Clause 41 of the Listing Agreement, the standalone unaudited financial results of the Company will be
available on the Company's website www.hsbcinvestdirect.co.in

In terms of our report of even date attached.

For B S R and Company For and on behalf of the Board of Directors
Chartered Accountants

Akeel Master Manasije Mishra

Partner Managing Director and CEO
Mumbai
29 July 2010