Trustees Report For the Year ended March 31, 2009

Trustees Report For the Year ended March 31, 2009 Dear Unit holders, We have pleasure in presenting our eighth report and the audited financial statements of the Schemes of Benchmark Mutual Fund for the year ended March 31, 2009. CONSTITUTION Benchmark Mutual Fund ( the Fund ) has been sponsored by Niche Financial Services Pvt. Ltd. ( the Sponsor ) and was set up as a Trust under the Indian Trust Act, 1882 through Trust Deed dated February 14, 2001. The Fund has been registered with Securities and Exchange Board of India ( SEBI ) vide registration number MF/045/01/6 dated June 12, 2001. Benchmark Trustee Company Pvt. Ltd. ( the Trustee ) is sole Trustee of the Fund. In accordance with Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, Benchmark Asset Management Company Pvt. Ltd. (BAMC) has been appointed as Asset Management Company ( the Investment Manager or AMC ) to the Fund vide Investment Management Agreement dated February 14, 2001. INVESTMENT PHILOSOPHY OF THE FUND The Fund uses indexing and quantitative approach to achieve Schemes investment objective. Unlike other Funds, the Fund does not try to beat the markets they track and does not seek temporary defensive positions when markets decline or appear over valued. The Fund does not make any judgements about the investment merit of a particular stock or a particular industry segment nor does it attempt to apply any economic, financial or market analysis. Indexing eliminates risks associated with active management with regard to over/underperformance vis-àvis a benchmark. Also, the management fees and other operating expenses charged to the Schemes are one of the lowest in the Mutual Fund Industry in India. AWARD Nifty Benchmark Exchange Traded Scheme - Nifty BeES, a scheme of Benchmark Mutual Fund has been awarded Best Performing Mutual Fund of the Year in the Index Fund Category at the CNBC - TV18 - Crisil Mutual Fund of The Year Award 2008 by CRISIL Fund Services, CRISIL Limited. In total, 12 schemes were eligible for the award universe. Eligibility Criteria & Methodology Schemes present in all four quarterly CRISIL CPRs were considered for the award. The award is based on consistency of the scheme s performance in the four quarterly CRISIL CPR rankings released during the calendar year 2008. The individual CRISIL CPR parameter scores averaged for the four quarters were further multiplied by the parameter weights as per the CRISIL CPR methodology to arrive at the final scores. A detailed methodology of the CRISIL CPR is available at www.crisil.com. Past performance is no guarantee of future results. Rankings and Award Source: CRISIL FundServices, CRISIL Ltd. INVESTMENT OBJECTIVE AND PERFORMANCE REVIEW OF THE SCHEMES 1. Nifty BeES Nifty Benchmark Exchange Traded Scheme (Nifty BeES) is an open ended index scheme in the form of an Exchange Traded Fund (ETF), tracking S&P CNX Nifty Index and is listed on the 1

Capital Market Segment of the National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to provide investment returns that, before expenses, closely correspond to the total returns of securities as represented by S&P CNX Nifty Index. As per the investment pattern of the Scheme, Nifty BeES invests at least 90% of its total assets in the stocks constituting S&P CNX Nifty Index. Nifty BeES may invest upto 10% of their total assets in stocks not included in the corresponding underlying index. The Scheme tracks S&P CNX Nifty Index and is a passively managed scheme. The investment decisions are determined as per S&P CNX Nifty Index. In case of any change in the index due to corporate actions or change in the constituents of S&P CNX Nifty Index {as communicated by India Index Services & Products Ltd. (IISL), an Index provider}, relevant investment decisions are determined considering the composition of S&P CNX Nifty Index. Performance Record (as on March 31, 2009) Benchmark Returns Particulars Nifty BeES S&P CNX Nifty S&P CNX Nifty Total Return Index Since Inception 17.64% 15.92% 17.94% Last Five Years 12.97% 11.25% 12.98% Last Three Years (2.61%) (3.88%) (2.62%) Last One Year (35.34%) (36.19%) (35.44%) Returns are compounded annualized. Past performance may or may not be sustained. The returns are calculated after considering the dividend paid. For calculating returns since inception, the allotment price is taken at Rs. 104.3927 at which the units were allotted on December 28, 2001 in the New Fund Offer. Annualised Tracking Error since inception is 0.21%. It is calculated with respect to Total Return S&P CNX Nifty Index. Total assets under management in Nifty BeES as on March 31, 2009 were Rs. 131.89 crores held by 10,206 investors. 2. Junior BeES Nifty Junior Benchmark Exchange Traded Scheme (Junior BeES) is an open ended index scheme in the form of an Exchange Traded Fund (ETF), tracking CNX Nifty Junior Index and is listed on the Capital Market Segment of National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to provide returns that, before expenses, closely correspond to the returns of securities as represented by CNX Nifty Junior Index. As per the investment pattern, Junior BeES invests at least 90% of its total assets in the stocks constituting CNX Nifty Junior Index. The Scheme may invest upto 10% of its total assets in stocks not included in the corresponding underlying index. The Scheme tracks CNX Nifty Junior Index and is a passively managed scheme. The investment decisions are determined as per CNX Nifty Junior Index. In case of any change in the index due to corporate actions or change in the constituents of CNX Nifty Junior Index, by IISL, relevant investment decisions are determined considering the composition of CNX Nifty Junior Index. 2

Performance Record (as on March 31, 2009) Benchmark Returns Particulars Junior BeES CNX Nifty Junior CNX Nifty Junior Total Return Index Since Inception 20.84% 20.33% 22.27% Last Five Years 5.50% 5.03% 6.51% Last Three Years (11.97%) (12.21%) (11.16%) Last One Year (45.25%) (45.63%) (44.94%) Returns are compounded annualised. Past performance may or may not be sustained. The returns are calculated after considering the dividend paid. For calculating returns since inception, the allotment price is taken at Rs. 142.7852 at which the units were allotted on February 21, 2003 in the New Fund Offer. Annualised Tracking Error since inception is 0.54%. It is calculated with respect to Total Return CNX Nifty Junior Index. Total assets under management as on March 31, 2009 were Rs. 6.04 crores held by 1,634 investors. 3. Liquid BeES Liquid Benchmark Exchange Traded Scheme (Liquid BeES) is an open ended liquid scheme in the form of an Exchange Traded Fund (ETF) listed on the Capital Market Segment of National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to enhance returns and minimize price risk by investing in basket of call money, short-term government securities and money market instruments of short and medium maturities while maintaining the safety and liquidity. As per the investment pattern, Liquid BeES invests in Call Money, Short Term Government Securities, T-Bills, Repos, Debt Securities, Commercial Papers, Certificate of Deposits, Short Term Debentures and Floating Rate Notes rated A and above. The Scheme will retain the flexibility to invest in the entire range of securities as per investment objective of the Scheme and as per the SEBI Regulations. Fitch Credit Rating Agency has assigned Credit and Volatility Rating of AAA(ind) and V1+(ind) to Liquid BeES. AAA(ind) indicates that the portfolio of the Scheme provides highest protection against losses from credit defaults. V1+(ind) indicates that the Scheme has lowest market risk. Performance Record (as on March 31, 2009) Particulars Liquid BeES # Benchmark Returns Crisil Liquid Fund Index Since Inception 5.41% 6.04% Last Five Years 5.64% 6.33% Last Three Years 6.71% 7.56% Last One Year 7.58% 8.81% The date of allotment of the units of the Scheme was July 8, 2003. Past performance may or may not be sustained. Returns are annualised. The Scheme declares daily dividend which is compulsorily reinvested in the Scheme. 3

#Returns are based on income distributed including dividend distribution tax. Actual dividend in the hands of each investor will vary based on category and rate of dividend distribution tax applicable thereon. Total assets under management as on March 31, 2009 were Rs. 287.25 crores held by 5,565 investors. 4. Bank BeES Banking Index Benchmark Exchange Traded Scheme (Bank BeES) is an open ended index scheme in the form of an Exchange Traded Fund (ETF), tracking CNX Bank Index and is listed on the Capital Market Segment of the National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to provide returns that, before expenses, closely correspond to the total returns of the securities as represented by CNX Bank Index. As per the investment pattern, Bank BeES invests at least 90% of its total assets in the stocks constituting CNX Bank Index. The Scheme may invest upto 10% of its total assets in stocks not included in the corresponding underlying index. The Scheme tracks CNX Bank Index and is a passively managed scheme. The investment decisions are determined as per CNX Bank Index. In case of any change in the index due to corporate actions or change in the constituents of CNX Bank Index, by IISL, relevant investment decisions are determined considering the composition of CNX Bank Index. Performance Record (as on March 31, 2009) Benchmark Returns Particulars Bank BeES CNX Bank CNX Bank Index Total Return Index Since Inception 12.41% 10.66% 12.60% Last Three Years (2.63%) (3.93%) (2.43%) Last One Year (36.90%) (37.89%) (36.89%) Returns are compounded annualised. Past performance may or may not be sustained. The returns are calculated after considering the dividend paid. For calculating returns since inception, the allotment price is taken at Rs. 253.5576 at which the units were allotted on May 27, 2004 in the New Fund Offer. Annualised Tracking Error since inception is 0.54%. It is calculated with respect to Total Return CNX Bank Index. Total assets under management as on March 31, 2009 were Rs. 170.99 crores held by 783 investors. 5. Benchmark Derivative Fund (BDF) Benchmark Derivative Fund (BDF) is an open ended equity scheme, investing in Equities, Derivatives, Debt Securities and Money Market Instruments. The investment objective of the Scheme is to provide absolute returns over and above money market instruments by taking advantage in the underlying cash and derivative markets. Various strategies are used as return enhancers. As per the investment pattern, Benchmark Derivative Fund invests 65% - 100% in Equities and Convertible Debentures, 65% - 100% in Derivatives including Index Futures, Stock Futures, Index Options and Stock Options and 0% - 35% in money market, debt instruments and cash at call. 4

Performance Record (as on March 31, 2009) Benchmark Derivative Fund Benchmark Returns Particulars S&P CNX Crisil Composite Crisil Liquid Growth Dividend# Nifty Index Bond Fund Index Fund Index Since Inception 7.14% 7.58% 9.95% 5.73% 6.73% Last Three Years 7.72% 7.76% (3.88%) 6.42% 7.56% Last One Year 6.36% 6.34% (36.19%) 7.35% 8.81% Returns are compounded annualized. Past performance may or may not be sustained. For Benchmark Derivative Fund - Dividend Plan, the returns are calculated after considering the dividend paid. For calculating returns since inception, the allotment price for Growth Option is taken at Rs. 1,000/- at which the units were allotted on December 18, 2004 in the New Fund Offer and for Dividend Option is taken at Rs. 1,000/- at which the units were allotted on September 30, 2005. #Returns are based on income distributed including dividend distribution tax. Actual dividend in the hands of each investor will vary based on category and rate of dividend distribution tax applicable thereon. Total assets under management as on March 31, 2009 were Rs. 16.26 crores held by 119 investors. 6. Gold BeES Gold Benchmark Exchange Traded Scheme (Gold BeES) is an open ended gold exchange traded scheme which is listed on the Capital Market Segment of the National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to provide returns that, before expenses, closely correspond to the returns provided by domestic price of gold through physical gold. As per the investment pattern, Gold BeES invests 90% - 100% in physical gold and 0% - 10% in money market instruments, securitised debts, bonds including cash at call. The Scheme tracks domestic price of gold and is an open ended passively managed scheme. Performance Record (as on March 31, 2009) Particulars Gold BeES Benchmark Returns Physical price of Gold Since Inception 25.00% 26.18% Last One Year 23.68% 24.92% Returns are compounded annualised. Past performance may or may not be sustained. For calculating returns since inception, the allotment price is taken at Rs. 945.7631 at which the units were allotted on March 8, 2007 in the New Fund Offer. Total assets under management as on March 31, 2009 were Rs. 295.33 crores held by 29,294 investors. 7. PSU Bank BeES PSU Bank Benchmark Exchange Traded Scheme (PSU Bank BeES) is an open ended index scheme in the form of an Exchange Traded Fund (ETF), tracking CNX PSU Bank Index and is 5

listed on the Capital Market Segment of the National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to provide returns that, before expenses, closely correspond to the total returns of the securities as represented by CNX PSU Bank Index. As per the investment pattern, PSU Bank BeES invests at least 90% of its total assets in the stocks constituting CNX PSU Bank Index. The Scheme may invest upto 10% of its total assets in stocks not included in the corresponding underlying index. The Scheme tracks CNX PSU Bank Index and is a passively managed scheme. The investment decisions are determined as per CNX PSU Bank Index. In case of any change in the index due to corporate actions or change in the constituents of CNX PSU Bank Index, by IISL, relevant investment decisions are determined considering the composition of CNX PSU Bank Index. Performance Record (as on March 31, 2009) Benchmark Returns Particulars PSU Bank BeES CNX PSU Bank CNX PSU Bank Index Total Return Index Since Inception (29.68%) (30.34%) (29.16%) Last One Year (29.01%) (30.37%) (28.75%) Returns are compounded annualised. Past performance may or may not be sustained. For calculating returns since inception, the allotment price is taken at Rs. 263.9062 at which the units were allotted on October 25, 2007 in the New Fund Offer. Annualised Tracking Error since inception is 0.99%. It is calculated with respect to Total Return CNX PSU Bank Index. Total assets under management as on March 31, 2009 were Rs. 14.14 crores held by 465 investors. 8. Benchmark Equity & Derivatives Opportunities Fund Benchmark Equity & Derivatives Opportunities Fund (BEDOF) is an open ended equity scheme, investing in Equities, Derivatives, Debt Securities and Money Market Instruments. The investment objective of the Scheme is to provide absolute returns by taking advantage of opportunities in the underlying cash and derivative markets, and through deployment of surplus cash in fixed income securities. The Scheme is designed for investors seeking long-term capital appreciation primarily through investment in a diversified portfolio of strategies. As per the investment pattern, BEDOF invests at least 65% - 90% of its total assets in Equities & Equity related derivative instruments and 0% - 35% in Money Market, Debt instruments and Cash at call. Performance Record (as on March 31, 2009) BEDOF Benchmark Returns Particulars Growth Dividend CRISIL Balanced Fund Since Inception 7.68% 7.69% (22.97%) Last One Year 6.56% 6.56% (21.53%) Returns are compounded annualised. Past performance may or may not be sustained. For BEDOF - Dividend Plan, the returns are calculated after considering the dividend paid. For calculating returns since inception, the allotment price is taken at Rs. 10/- at which the units were allotted on October 31, 2007 in the New Fund Offer. 6

Total assets under management as on March 31, 2009 were Rs. 64.98 crores held by 510 investors. 9. Benchmark S&P CNX 500 Fund Benchmark S&P CNX 500 Fund is an open ended index scheme. The investment objective of the Scheme is to generate capital appreciation through equity investments by investing in securities which are constituents of S&P CNX 500 Index in the same proportion as in the Index. As per the investment pattern, Benchmark S&P CNX 500 Fund invests at least 90% of its total assets in the stocks constituting S&P CNX 500 Index. The Scheme may invest upto 10% of its total assets in stocks not included in the corresponding underlying index. The Scheme tracks S&P CNX 500 Index and is a passively managed scheme. The investment decisions are determined as per S&P CNX 500 Index. In case of any change in the index due to corporate actions or change in the constituents of S&P CNX 500 Index, by IISL, relevant investment decisions are determined considering the composition of S&P CNX 500 Index. The New Fund Offer of Benchmark S&P CNX 500 Fund opened for public subscription on November 17, 2008 and closed on December 16, 2008 with Rs. 2.62 crores being amount mobilized in the New Fund Offer. The units of the Scheme were allotted on January 6, 2009 at Rs.10/- (excluding load). The Scheme opened for ongoing subscription from January 14, 2009. Performance Record (as on March 31, 2009) Benchmark S&P CNX 500 Fund Benchmark Returns Particulars S&P CNX 500 S&P CNX 500 Growth Dividend Index Total Return Index Since Inception 1.72% 1.71% (5.61%) (5.32%) Returns are absolute, as the Scheme has not completed one year. Past performance may or may not be sustained. For calculating returns since inception, the allotment price is taken at Rs. 10/- at which the units were allotted on January 6, 2009 in the New Fund Offer. Annualised Tracking Error since inception is 0.56%. It is calculated with respect to Total Return S&P CNX 500 Index. Total assets under management as on March 31, 2009 were Rs. 3.50 crores held by 649 investors. 10. Shariah Benchmark Exchange Traded Scheme (Shariah BeES) Shariah Benchmark Exchange Traded Scheme (Shariah BeES) is an open ended index scheme in the form of an Exchange Traded Fund (ETF), tracking S&P CNX Nifty Shariah Index and is listed on the Capital Market Segment of the National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to provide returns that, before expenses, closely correspond to the total returns of the securities as represented by the S&P CNX Nifty Shariah Index by investing in securities which are constituents of S&P CNX Nifty Shariah Index in the same proportion as in the Index. As per the investment pattern, Shariah BeES invests at least 90% of its total assets in the stocks constituting S&P CNX Nifty Shariah Index. The Scheme may invest upto 10% of its total assets in stocks not included in the corresponding underlying index. 7

The Scheme tracks S&P CNX Nifty Shariah Index and is a passively managed scheme. The investment decisions are determined as per S&P CNX Nifty Shariah Index. In case of any change in the index due to corporate actions or change in the constituents of S&P CNX Nifty Shariah Index, by IISL, relevant investment decisions are determined considering the composition of S&P CNX Nifty Shariah Index. The New Fund Offer of Shariah BeES opened for public subscription on February 4, 2009 and closed on March 5, 2009 with Rs. 1.14 crores being amount mobilized in the New Fund Offer. The units of the Scheme were allotted on March 18, 2009 at Rs. 65.9279. The units of Shariah BeES were listed on NSE on April 1, 2009. This Scheme is a new Scheme and does not have any performance track record. Total assets under management as on March 31, 2009 were Rs. 1.25 crores held by 225 investors. Scheme Redeemed on Maturity Benchmark Split Capital Fund - Balanced The units held by the Unitholders of Class A and Class B of Benchmark Split Capital Fund - Balanced were redeemed on August 16, 2008 on completion of the maturity period of 3 years and the redemption proceeds were paid to the Unitholders according to the procedure laid down in the Offer Document and in accordance with SEBI (Mutual Funds) Regulations, 1996. Pursuant to the redemption, the Scheme is no longer in existence. TOTAL ASSETS UNDER MANAGEMENT As on March 31, 2009 total assets under management were Rs. 991.64 crores for all the Schemes. Dividend During the financial year 2008-09, the following dividends were declared : Scheme Rate Record Date Benchmark Derivative Fund - Dividend Plan Rs. 90/- per unit September 2, 2008 Benchmark Equity & Derivatives Opportunities Fund Rs. 0.30 per unit September 2, 2008 - Dividend Plan Nifty BeES Rs. 5/- per unit September 15, 2008 Benchmark Derivative Fund - Dividend Plan Rs. 15/- per unit January 5, 2009 Benchmark Equity & Derivatives Opportunities Fund Rs. 0.15 per unit January 5, 2009 - Dividend Plan Bank BeES Rs. 5/- per unit January 16, 2009 Further, dividend, in the form of units, was declared and paid in Liquid BeES on a daily basis as per its Scheme Information Document. FUTURE OUTLOOK The Fund has received approval from Securities & Exchange Board of India for the launch of the following Scheme : 1. Hang Seng Benchmark Exchange Traded Scheme (Hang Seng BeES) is an open ended index scheme in the form of an exchange traded fund whose investment objective is to provide returns that, before expenses, closely correspond to the total returns of securities as represented by Hang Seng Index of Hang Seng Data Services Ltd., by investing in the securities in the same proportion as in the Index. 8

Further, the Fund has also filed the following Scheme Information Documents with SEBI whose details are: 1. Benchmark Covered Call Fund is an open ended equity Scheme whose investment objective is to provide absolute returns by earning option premium by investing in equity and equity related securities and futures and selling call options of such equities and through deployment of surplus cash in money market securities, debt instruments, etc. 2. Gilt Benchmark Exchange Traded Scheme is an open ended gilt exchange traded Scheme whose investment objective is to generate returns through investment in securities issued by the Central Government and/or State Government and/or any other security guaranteed by the Government of India. STATUTORY DETAILS The price and redemption value of the units and income from them can go up as well as down with the fluctuation in the market value of its underlying investments. On written request, present and prospective Unitholder/investors can obtain a copy of the Trust Deed, the Annual Report and the text of the Schemes. Unitholders, if they so desire, may request the Annual Report of the AMC. LIABILITY AND RESPONSIBILITY OF TRUSTEE AND SPONSOR The main responsibility of the Trustee is to protect the interest of Unitholders and inter alia ensure that the AMC functions in the interest of investors and in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, the provisions of the Trust Deed, Statement of Additional Information (SAI) and Scheme Information Document (SID) of the Schemes. From the information provided to the Trustee and the reviews the Trustee has undertaken, the Trustee believes the AMC has operated in the interests of Unitholders. The Sponsor is not responsible or liable for any loss or shortfall resulting from the operation of the Schemes beyond the initial contribution of Rs. 1 lac made by it towards setting up of Benchmark Mutual Fund. ACKNOWLEDGEMENTS We would like to thank Securities and Exchange Board of India, National Stock Exchange of India Ltd., Service providers, Depositories, the investors, the AMC and its employees for their committed service. For and on behalf of the Board of Directors of Benchmark Trustee Company Pvt. Ltd. (Trustee to Benchmark Mutual Fund) Dr. S. A. Dave Chairman Place: Mumbai Date: June 29, 2009 9

Auditors Report The Board of Directors, Benchmark Trustee Company Private Limited We have audited the attached Balance Sheet as at March 31, 2009 and the Revenue Account for the year ended on that date annexed thereto, of Nifty Benchmark Exchange Traded Scheme (Nifty BeES), a scheme of Benchmark Mutual Fund. These financial statements are the responsibility of the Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with SEBI (Mutual Fund) Regulations, 1996. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that: 1. We have obtained all information and explanations, which, to the best of our knowledge and belief were necessary for the purpose of our audit. 2. The Balance Sheet and the Revenue Account referred to above are in agreement with the books of accounts of the Scheme. 3. The accounts have been prepared in accordance with the accounting policies adopted by the trustees of the Fund and as specified in the Ninth Schedule to the SEBI (Mutual Funds) Regulations, 1996. 4. In our opinion, valuation methods for Non Traded Securities, if any, adopted by the scheme are fair and reasonable and are in accordance with the guidelines for valuation issued by SEBI and approved by the Trustee.

5. In our opinion and to the best of our information and according to the explanations given to us, the statement of accounts read with the accounting policies and notes to accounts attached thereto, give a true & fair view in conformity with the generally accepted accounting principles in India: a. In the case of Balance Sheet of Nifty BeES, the Scheme of Benchmark Mutual Fund, of the state of affairs of the Scheme as at March 31, 2009; and b. In the case of Revenue Account of Nifty BeES, the Scheme of Benchmark Mutual Fund, of the deficit of the Scheme for the year ended March 31, 2009. For N.M.Raiji & Co. Chartered Accountants Place: Mumbai J. M. Gandhi Partner Membership No. 37924 Dated: June 29, 2009

BENCHMARK MUTUAL FUND NIFTY BENCHMARK EXCHANGE TRADED SCHEME - NIFTY BeES BALANCE SHEET AS AT MARCH 31, 2009 Serial No. PARTICULARS SCHEDULE AMOUNT (In Rs.) March 31, 2009 March 31, 2008 LIABILITIES 1 Unit Capital A 43,174,766 99,174,766 2 Reserves and Surplus B 1,275,685,739 4,646,948,505 3 Provision for Unrealised Appreciation in the value of Investments - - UNIT HOLDERS FUNDS 1,318,860,505 4,746,123,271 4 Current Liabilities & Provisions C 28,484,503 274,719,534 TOTAL 1,347,345,008 5,020,842,805 ASSETS 1 Investments D 1,314,896,500 4,732,251,927 2 Other Current Assets E 32,448,508 288,590,878 TOTAL 1,347,345,008 5,020,842,805 Accounting Policies and Notes to Accounts H The Schedules referred to herein form an integral part of the Balance sheet and Revenue Account As per our Report of even date For N M Raiji & Co. Chartered Accountants For and on behalf of Benchmark Trustee Company Pvt Ltd. J M Gandhi Chairman Director (Partner) Membership No. 37924 For and on behalf of Benchmark Asset Management Company Pvt. Ltd. Chairman Director Place : Mumbai Date : June 29, 2009 Fund Manager

BENCHMARK MUTUAL FUND NIFTY BENCHMARK EXCHANGE TRADED SCHEME - NIFTY BeES REVENUE ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009 Serial No. PARTICULARS SCHEDULE AMOUNT (In Rs.) March 31, 2009 March 31, 2008 1 INCOME AND GAINS 1.1 Dividend 31,205,499 30,031,015 1.2 Other Income - - 1.3 Profit on sale / redemption of investments 167,316,637 1,111,614,428 (other than intere-scheme transfer/sale) 1.4 Profit on Futures 1,248,204 31,308,017 1.5 Net Change in unrealised appreciation/(depreciation) on investments 278,606,910 (436,952,460) TOTAL 478,377,250 736,001,000 2 EXPENSES AND LOSSES 2.1 Management & Operating Expenses F 11,394,525 14,432,328 2.2 Loss on sale/redemption of investments 1,762,761,128 270,633,692 (other than intere-scheme transfer/sale) 2.3 Loss on Futures 4,509,209 40,272,479 TOTAL 1,778,664,862 325,338,499 Surplus / (Deficit) for the year (1,300,287,612) 410,662,501 Add: Write back of provision for unrealised appreciation on investments - 15,027,910 Less: Provision for unrealised appreciation on investments carried to Balance Sheet - - Add: Income Equalisation (1,509,412,990) 2,608,537,788 (2,809,700,602) 3,034,228,199 Balance brought forward from Previous year 4,025,892,891 991,664,692 Surplus available for distribution 1,216,192,289 4,025,892,891 Appropriation Income Distribution 24,237,383 - Balance Carried to the Balance Sheet 1,191,954,906 4,025,892,891 Accounting Policies and Notes to Accounts H The Schedules referred to herein form an integral part of the Balance sheet and Revenue Account As per our Report of even date For N M Raiji & Co. Chartered Accountants For and on behalf of Benchmark Trustee Company Pvt Ltd. J M Gandhi Chairman Director (Partner) Membership No. 37924 For and on behalf of Benchmark Asset Management Company Pvt. Ltd. Chairman Director Place : Mumbai Date : June 29, 2009 Fund Manager

BENCHMARK MUTUAL FUND NIFTY BENCHMARK EXCHANGE TRADED SCHEME - NIFTY BeES SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009 AND REVENUE ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009 Schedule No. PARTICULARS AMOUNT (In Rs.) March 31, 2009 March 31, 2008 A UNIT CAPITAL 43,174,766 99,174,766 43,174,766 99,174,766 No. of units of face value of Rs.10/- each 4,317,477 9,917,477 B RESERVES AND SURPLUS Unit Premium Reserve Opening Balance 468,969,689 549,848,204 Add/(Less): Transfer to Revenue & Surplus A/c - (152,085,925) Add/(Less): on account of subscription/redemption of units (385,238,856) 71,207,410 83,730,833 468,969,689 Surplus / (deficit) Balance transferred from Revenue Account 1,191,954,906 4,025,892,891 Add/(Less): Transfer from Unit Premium Reserve A/c - 152,085,925 1,191,954,906 4,177,978,816 1,275,685,739 4,646,948,505 C CURRENT LIABILITIES & PROVISIONS Current Liabilities Contracts for Purchase of Investments 2,390,402 270,170,803 Management Fees Payable 301,487 1,069,185 Trusteeship Fees Payable 29,450 89,382 Payable on repurchase of units 24,215,672 - Others 1,547,492 3,390,164 28,484,503 274,719,534 D INVESTMENTS (Marked to Market) (Refer Schedule G for Portfolio Holding Statement) Equity Shares 1,314,896,500 4,732,251,927 1,314,896,500 4,732,251,927 E OTHER CURRENT ASSETS Balances with Scheduled Banks in Current Account 6,754,384 17,315,002 Contracts for sale of investments 24,215,672 - Dividend Receivable on Equity 242,053 1,105,074 Margin Money on Future Contracts 1,236,399 - Others - 270,170,802 32,448,508 288,590,878 F MANAGEMENT & OTHER OPERATING EXPENSES Management Fees 6,833,345 8,658,425 Trusteeship Fees 228,059 288,563 Selling, Marketing and Distribution Expenses 2,116,163 505,840 Audit Fees 144,552 56,180 Custodial Fees 609,728 3,231,479 Registrar Expenses 1,101,839 1,306,984 Investor Communication Expenses 78,250 51,968 Listing, Licensing and Other Fees 282,589 332,889 Other Operating Expenses - - 11,394,525 14,432,328

BENCHMARK MUTUAL FUND NIFTY BENCHMARK EXCHANGE TRADED SCHEME - (NIFTY BeES) SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009 AND REVENUE ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009 SCHEDULE G - PORTFOLIO HOLDING STATEMENT AS ON MARCH 31, 2009 SCRIP NAME NO. MARKET VALUE (Amount in Rs.) % TO TOTAL EQUITY & EQUITY RELATED INSTRUMENTS AUTO HERO HONDA MOTORS LTD 13,874 14,861,135 MAHINDRA & MAHINDRA LTD 19,370 7,431,301 MARUTI SUZUKI LTD 20,076 15,656,269 TATA MOTORS LTD 31,262 5,636,539 43,585,244 3.31 BANKS AXIS BANK LTD 24,893 10,329,350 HDFC BANK LTD 29,557 28,770,784 ICICI BANK LTD 77,313 25,729,766 PUNJAB NATIONAL BANK 21,904 9,012,401 STATE BANK OF INDIA 44,110 47,069,781 120,912,082 9.20 CEMENT ACC LTD 13,041 7,490,750 AMBUJA CEMENTS LTD 105,783 7,468,280 GRASIM INDUSTRIES LTD 6,367 10,073,549 25,032,579 1.90 CONSTRUCTION DLF LTD 117,916 19,727,347 UNITECH LTD 112,786 3,936,231 23,663,578 1.80 CONSTRUCTION PROJECT LARSEN & TOUBRO LTD 40,685 27,315,909 27,315,909 2.08 CONSUMER NON DURABLES ITC LTD 262,229 48,473,031 48,473,031 3.69 DIVERSIFIED HINDUSTAN UNILEVER LTD 151,440 35,967,000 35,967,000 2.74 FERROUS METALS STEEL AUTHORITY OF INDIA LTD 286,957 27,677,003 TATA STEEL LTD 50,767 10,452,925 38,129,928 2.90 FINANCE HDFC LTD 19,761 27,906,484 RELIANCE CAPITAL LTD 17,062 6,030,564 33,937,048 2.58 GAS GAIL (INDIA) LTD 88,128 21,644,237 21,644,237 1.65 INDUSTRIAL CAPITAL GOODS ABB LTD 14,723 6,282,304 BHARAT HEAVY ELECTRICALS LTD 34,008 51,370,784 SIEMENS LTD 23,426 6,280,511 SUZLON ENERGY LTD 104,095 4,408,423 68,342,022 5.20

SCHEDULE G - PORTFOLIO HOLDING STATEMENT AS ON MARCH 31, 2009 NON-FERROUS METALS HINDALCO INDUSTRIES LTD 118,144 6,149,395 NATIONAL ALUMINIUM COMPANY LTD 44,761 9,607,949 STERLITE INDUSTRIES (INDIA) LTD 49,222 17,601,787 33,359,131 2.54 OIL CAIRN INDIA LTD 131,773 24,259,409 ONGC LTD 148,600 115,937,720 140,197,129 10.66 PETROLEUM PRODUCTS BHARAT PETROLEUM CORPORATION LTD 25,120 9,446,376 RELIANCE INDUSTRIES LTD 109,342 166,719,215 RELIANCE PETROLEUM LTD 312,638 29,731,874 205,897,465 15.66 PHARMACEUTICALS CIPLA LTD 54,003 11,883,360 RANBAXY LABORATORIES LTD 29,202 4,838,771 SUN PHARMACEUTICAL INDUSTRIES LTD 14,392 15,995,988 32,718,119 2.49 POWER POWER GRID CORPORATION OF INDIA LTD 292,411 27,954,492 NTPC LTD 572,852 103,027,432 RELIANCE INFRASTRUCTURE LTD 15,822 8,157,032 RELIANCE POWER LTD 166,515 17,042,810 TATA POWER COMPANY LTD 15,381 11,821,837 168,003,603 12.78 SOFTWARE HCL TECHNOLOGIES LTD 46,530 4,748,387 INFOSYS TECHNOLOGIES LTD 39,799 52,689,896 TATA CONSULTANCY SERVICES LTD 67,993 36,617,630 WIPRO LTD 101,706 25,009,505 119,065,418 9.06 TELECOM - SERVICES BHARTI AIRTEL LTD 131,884 82,526,413 IDEA CELLULAR 215,378 10,790,438 RELIANCE COMMUNICATION LTD 143,399 25,073,315 TATA COMMUNICATIONS LTD 19,799 10,262,810 128,652,976 9.78 TOTAL 1,314,896,500 100.00

Nifty Benchmark Exchange Traded Scheme Nifty BeES Schedule H Accounting Policies and Notes to Accounts BENCHMARK MUTUAL FUND I. BACKGROUND Benchmark Mutual Fund ( the Fund ) has been sponsored by Niche Financial Services Pvt. Ltd and has been set up as a Trust under the Indian Trust Act, 1882 through Trust Deed dated February 14, 2001. Benchmark Trustee Company Pvt. Ltd. ( the Trustee ) is the sole Trustee of the Fund. In accordance with Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, Benchmark Asset Management Company Pvt. Ltd. (BAMC) has been appointed as Asset Management Company ( the AMC ) to the Fund. Nifty Benchmark Exchange Trade Scheme (Nifty BeES) is an open-ended index scheme of Benchmark Mutual Fund tracking S&P CNX Nifty Index in the form of Exchange Traded Fund (ETF) and the units of Nifty BeES are listed on the Capital Market Segment of the National Stock Exchange of India Ltd. (NSE). The investment objective of the Scheme is to generate returns that, before expenses, closely correspond to the total returns of securities as represented by the S&P CNX Nifty Index. Subscription and Redemption of units of Nifty BeES are generally through the exchange of underlying securities forming part of the S&P CNX Nifty Index. The rounding off difference is settled in money value. The Fund also allows cash subscription/redemption of Nifty BeES in pre-defined size, whereby the Fund will arrange to buy/sell the underlying index securities on behalf of the investors. II. SIGNIFICANT ACCOUNTING POLICIES 1. The method of accounting is on accrual basis. 2. Investments a. Purchase and sale of securities are recognized on trade date. i.e. on the date of transaction and not on the date of settlement. b. All investments are accounted at acquisition cost. Such cost includes stamp duty, brokerage and any other charges customarily included in broker s note. c. Cost of right shares, if any, is considered at issue price plus premium paid, if any, to acquire rights renunciation. d. Bonus entitlements, if any, are recognized on ex-bonus dates. Similarly right entitlements, if any, are recognized only when original shares on which right entitlements accrue are traded on ex-right basis. e. Portfolio Valuation For the purpose of financial statements, the Fund marks all investments to market and carries investments in the Balance Sheet at the market value. Unrealized gain, if any, arising out of appreciation of the investments, is carried to the Balance Sheet. Traded securities are valued at the last quoted closing prices on the NSE. In absence of such a quoted price on the valuation date, the last available quoted price within a period of thirty days prior to the valuation date is used for valuation purpose. Non traded securities, if any, including those not traded within 30 days prior to the valuation date and thinly traded/unlisted securities are valued in accordance with the guidelines issued by SEBI. f. In determining the holding cost of investments and gain/loss on sale of investments, weighted average method has been followed.

3. Income Recognition a. Dividend income is accrued on ex-dividend date. b. Profit or loss on sale of investment is arrived at by applying weighted average cost on trade date. c. Interest on fixed income investments are recognized on accrual basis. d. Unrealized appreciation and changes thereon are recognized as gain/loss in the Revenue Account and thereafter carried to the Balance Sheet as Unrealized Appreciation Reserve. 4. Income Equalization An appropriate portion of price of unit at the time of purchase and sale is transferred to Income Equalization Account. In arriving at the portion of the price to be transferred to Income Equalization Account, surplus/deficit (before considering unrealized appreciation) upto the date of transaction is taken into account. The net balance in Income Equalization Account is transferred to Revenue Account. 5. Unit Premium Reserve Unit Premium Reserve is debited or credited at the time of purchase or sale of units after taking into account the face value of units and Income Equalization. 6. Entry / Exit Load The Fund does not charge any entry / exit load on subscription/redemption of units in the creation unit size. However in case no quotes are available on the NSE for five consecutive trading days, the exit load charged for redemption of units is upto 5% of NAV. Such load, if charged, at the time of repurchase of units, is offset against distribution and marketing expenses. Unutilized amount of load collected is carried to subsequent year unless the same is found excess by the Trustees / AMC. Such excess amount is credited to the Scheme. As per the terms of the Offer Document, Depository and Custody Charges are recovered from the respective investor for transfer of shares on subscription and redemption and the same is utilized for payment of transaction charges to Depository Participant and Custodian on account of transfer of shares and hence do not form part of Revenue Account. III. NOTES TO ACCOUNTS 1. Net Assets Value (NAV) is calculated after considering market/fair value of investments and after providing for expenses on an estimated basis. 2. For the current year, Income Equalisation is calculated on the basis of surplus/(deficit) before considering unrealized appreciation upto the date of purchase/sale of units unlike in earlier years where surplus/(deficit) before unrealized appreciation/(depreciation) was considered. On account of this change, there is no impact on the surplus/(deficit) for the year. 3. There are no underwriting obligations undertaken by the Scheme with respect to issue of securities of associate companies. 4. There is no contingent liability on underwriting commitment, partly paid equity shares or any other uncalled liabilities. 5. All investments are marked to market and accordingly reflected in the Balance Sheet. The cost and market value of investments are shown in Note no. 12. 6. The AMC has not dealt in any securities through brokers associated with the Sponsor.

7. Purchase of investments yet to be settled: Rs. 2,390,402/- (Previous Year 270,170,803/-). The above purchases were made on NSE and were accordingly settled on T + 2 basis. 8. Sale of investments yet to be settled: Rs. 24,215,672/- (Previous Year NIL /-). The above sales were made on NSE and were accordingly settled on T + 2 basis. 9. Income and Expenses Average Daily Net Assets (Rs.) To tal income (including net profit/(loss) on sale / redemption of investments, profit on interscheme transfers and net change in unrealised appreciation / (depreciation) in value of Year ended March 31, 2009 2,280,589,934 Aggregate Value (Rs.) % of Average Net Assets Year ended March 31, 2008 2,885,617,910 Aggregate Value (Rs.) % of Average Net Assets investments) (1,288,893,087) (56.52%) 425,094,828 14.73% To tal expenditure (Annual recurring expenses) 11,394,525 0.50% 14,432,328 0.50% 10. Aggregate Value of Purchase and Sale of Investments during the year 2008-09 (Rs. In Lacs) 2007-08 (Rs. In Lacs) Daily Average Net Assets 22,805.90 28,856.18 Purchases 87,296.90 142,949.88 % to Daily Average Net Assets 382.78% 495.39% Sales 108,302.07 115,575.82 % to Daily Average Net Assets 474.89% 400.52% 11. Net Asset Value (Per Unit in Rs.) As at March 31, 2009 As at March 31, 2008 Face Value 10.00 10.00 Net Assets Value 305.4702 478.5616 Allotment NAV 104.3927 104.3927 The scheme declared a Dividend of Rs.5/- per unit on September 15, 2008 out of the surplus available at that point of time

12. Cost and Market Value of Investments Amount (Rs. In Lacs) 2008-09 2007-08 Cost 14,582.14 51,541.76 Market Value 13,148.97 47,322.52 Unrealised Appreciation in the Value of investments (1,433.18) (4,219.25) 13. Movement in Unit Capital Particulars 2008-09 2007-08 Units Rs. in Lacs Units Rs. in Lacs Initial Units (on the date of Allotment) 2,011,631 201.16 2,011,631 201.16 Units at the beginning of the year 9,917,477 991.75 4,147,477 414.75 Units Issued 20,820,000 2,082.00 26,580,000 2,658.00 Units Redeemed 26,420,000 2,642.00 20,810,000 2,081.00 Units at the end of the year 4,317,477 431.75 9,917,477 991.75 14. Details of Large Holding (more than 25% of the Net Assets of the Scheme) As on March 31, 2009 there is no investor in the Scheme who holds more than 25% of the net assets of the Scheme.. 15. Income Tax No provision for Income Tax is made as the Scheme qualifies as a recognized Mutual Fund under section 10 (23D) of the Income Tax Act, 1961. 16. Investment Management Fees Investment Management Fees is calculated on the daily average net assets of the Scheme. The details of management fees levied on an annualized basis are as follows: (Rupees) 2008-09 2007-08 Daily Average Net Assets 2,280,589,934 2,885,617,910 Management Fees (in %) 0.30% 0.30% Management Fees 6,833,345 8,658,425 17. Trustee Fees In accordance with the terms of Offer Document, the Trustee fees has been charged @ 0.01% of the daily average net assets of the Scheme. 18. Custodial Fees and Expenses Citibank N.A. provides custodial services to the Scheme for which it receives custody fees including safekeeping. In addition, Citibank N.A. is reimbursed for custody and transaction charges by depositories (i.e. NSDL / CDSL). 19. Registrar and Transfer Agent Fees and Expenses Karvy Computershare Private Limited provides Registrar and Transfer Agency Services to the Scheme, for which it receives the fees based on daily average net assets of the Scheme.

20. There are no investments made by Benchmark Trustee Company Pvt. Ltd. in the Scheme. Benchmark Asset Management Company Pvt. Ltd. has invested/redeemed units of the Scheme during the year ended March 31, 2009 and holds 8,526 units in the Scheme as at March 31, 2009. 21. The Scheme has not made any investments in Group/Associate Companies 22. The Scheme has not made any investment in the issues lead managed by Associate Companies. 23. No brokerage, custodial fees or any other payment for services have been paid or is payable to any entity in which the AMC or its major shareholders have a substantial interest. 24. Disclosure under Regulation 25 (11) - Benchmark Mutual Fund had invested in the following company, which has invested more than 5% of the net assets of any scheme of Benchmark Mutual Fund. Company which has invested ICICI BANK LTD ICICI BANK LTD ICICI BANK LTD ICICI BANK LTD ICICI BANK LTD Scheme in which company has invested more than 5% of net assets Nifty BeES Nifty BeES Nifty BeES Nifty BeES Nifty BeES Scheme which has invested in the company Aggregate investment during the year under regulation 25(11) at cost (Rs. In Lacs) Outstanding as on March 31, 2009 at Market value (Rs. In Lacs) Nifty BeES 2,431.11 257.30 Bank BeES 69,491.69 2,810.64 Benchmark Equity & Derivatives Opportunities Fund 419.23 23.30 Benchmark Derivative Fund 71.55 - Benchmark S&P CNX 500 Fund 6.36 4.64 The investment in ICICI Bank Ltd. was made as it is a constituent of S&P CNX Nifty Index, CNX Bank Index and S&P CNX 500 Index. In case of Nifty BeES, Bank BeES and Benchmark S&P CNX 500 Fund, the scheme had invested in ICICI Bank Ltd. in the same weightage as the company carries in the respective indices. In case of Benchmark Derivative Fund and Benchmark Equity and Derivatives Opportunities Fund, the investment in ICICI Bank Ltd. was made on account of arbitrage opportunities available in the derivatives market during the year. 25. The Financial Statements of the Scheme have been prepared in accordance with SEBI Mutual Funds Regulations, 1996 wherein disclosure of Cash Flow Statement and Segment Reporting have not been prescribed. Hence the same has not been provided for the Scheme. 26. Unclaimed Dividend / Redemption Amount As on March 31, 2009 unclaimed dividend amount is Rs. 145,967.91 which represents 559 un-encashed dividend warrants. As on March 31, 2009 Rs. 2,995.69 is yet to be claimed by 42 investors to whom redemption warrants have been issued. 27. Registered Securities In accordance with Regulation 44(1) of the SEBI (Mutual Funds) Regulations, 1996, the securities of the Scheme are registered in the name of the Scheme for the benefit of Scheme s unit holders.

28. A complete list of investments of the Scheme is given in Schedule G. 29. The previous year figures have been regrouped/rearranged wherever necessary. 30. The audited results for the year ended March 31, 2009 have been approved by the Boards of Benchmark Asset Management Company Pvt. Ltd (AMC) and Benchmark Trustee Company Pvt. Ltd (Trustee) at their meeting held on June 29, 2009 respectively. NOTES: 1. On written request, present and prospective unit holders/investors can obtain a copy of the Trust Deed, the Annual Report, at a price if any, and the text of the Scheme. 2. On written request, the present and prospective unit holders/investors may request a copy of the Annual Report of the AMC. 3. On written request, the present and prospective unit holders/investors can inspect a full list of investments of the Scheme at the office of the AMC.

BENCHMARK MUTUAL FUND NIFTY BENCHMARK EXCHANGE TRADED SCHEME - NIFTY BeES SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2009 AND REVENUE ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009 SCHEDULE H : NOTES TO ACCOUNTS (In Rupees) Serial No. PERSPECTIVE HISTORICAL PER UNIT STATISTICS * April 1, 2008 to March 31, 2009 April 1, 2007 to March 31, 2008 April 1, 2006 to March 31, 2007 a) Net Asset Value, per unit at the end of the year 305.4702 478.5616 385.2983 b) i) Income other than profit on sale of investments, per unit 7.23 3.03 8.92 ii) Income (net) from profit / (loss) on inter scheme sales/transfer of investments, per unit - - iii) Income (net) from profit / (loss) on sale of investment to third parties, per unit (369.53) 84.80 309.09 iv) Transfer to Revenue account from past year s reserve, per unit - - c) Aggregate of expenses, write off, amortisation & charges, per unit 2.64 1.46 3.02 d) Net Income / (loss) per unit (b - c) (364.94) 86.37 315.00 e) Net Change in Unrealised Appreciation / (Depreciation) in the value of investments 64.53 (44.06) (94.41) f) Repurchase Price during the year i) Highest 528.1913 635.7153 424.0293 ii) Lowest 254.8341 366.4220 267.1589 g) Resale Price during the year i) Highest 528.1913 635.7153 424.0293 ii) Lowest 254.8341 366.4220 267.1589 h) Market Price (National Stock Exchange) i) Highest 530.90 760.00 445.00 ii) Lowest 230.00 365.00 217.25 i) Price Earning Ratio ** 1.08 1.19 2.93 j) Ratio of expenses to the average net assets 0.50% 0.50% 0.35% k) Ratio of gross income (including net profit / loss on sale / redemption of investments and net change in unrealised appreciation / depreciation in value of investments) to average net assets -56.52% 14.73% 25.95% * ** The above per unit calculations are based on the number of units outstanding at the end of the year. Price Earning Ratio is based on the closing market price on the National Stock Exchange of India Ltd. & surplus for the year which includes unrealised appreciation / depreciation and income equalisation per unit. Signatures to Schedules A to H forming part of the Balance Sheet and Revenue Account As per our Report of even date For N M Raiji & Co. Chartered Accountants For and on behalf of Benchmark Trustee Company Pvt Ltd. J M Gandhi Chairman Director (Partner) Membership No. 37924 For and on behalf of Benchmark Asset Management Company Pvt. Ltd. Chairman Director Place : Mumbai Date : June 29, 2009 Fund Manager