Notes to Accounts of AUDROC Ltd.

Mar 31, 2026

K. PROVISIONS, CONTINGENT LIABILITIES AND ASSETS: Provisions are recognised when the
Company has a present obligation as a result of past events and it is more likely that an outflow of
resources will be required to settle the obligation and the amount has been reliably estimated.
Provisions are not discounted to present value and are determined based on best estimate of the
expenditure required to settle the obligation at the balance sheet date. These are reviewed at each
balance sheet date and adjusted to reflect the current best estimate. Contingent Liabilities are not
disclosed by way of notes to the financial statements. Contingent assets are neither recognised nor
disclosed in the financial statements. As stated by Management, there were no Contingent Liabilities.

L. EARNING PER SHARE (EPS): Basic earnings per share are computed by dividing the profit/(loss)
after tax by the total number of equity shares outstanding during the year. Diluted earnings per share
is computed by dividing the profit/(loss) after tax by the total number of equity shares considered for
deriving basic earnings per share.

2. RELATED PARTY DISCLOSURES: The Company has transaction of a material nature with the
promoters, Directors of management, their subsidiaries or relatives that may have potential conflict
with the interest of the company at large. The register of contracts containing the transactions in which
Directors are interested were placed before the board regularly for its approval.

The Company Confirms that all transaction including purchase and sales done with related party is at
Arm’s Length Price and in normal course of business with all entities. The Company confirms that none
of the transactions, if any, with the related parties was in material conflict with the interest of the
Company.

4. SEGMENT REPORTING: The Company is primarily dealing in trading of agro-commodities &
Commission Business, however during the year turnover are of trading nature which in the context of
Accounting Standard 17 on “Segment Reporting” constitutes a trading of goods reporting segment but
details not available. Further, there are no geographical segments.

5. EMPLOYEE BENEFIT EXPENSES: Provident Funds and Employees State Insurance Fund (Defined
Contribution Schemes) are administered by Central Government of India and contribution to the said
funds are charges to Profit and Loss Account or accrual basis if any. Leave encashment (Defined Benefit
Scheme) is provided annually based on management estimates in accordance with the policies of the
company if any. The Provision of Gratuity is Rs. Nil.

6. Any material gains/ losses which arise from the events or transaction which are Events Occurring
after the Balance Sheet Date of the company are separately disclosed if any.

7. Auditor''s remuneration: During the year under consideration provision has made for Auditor’s
remuneration. (in Rupees)

8. Director''s remuneration: During the year under consideration provision has made for Director’s
remuneration for which appropriate resolution was passed in the Implementation and Monitoring
Committee of the company.. (in Rupees)

9. As certified by company that it has received written representation from all the directors. That
companies is which they are directors had not defaulted in terms of section 164(2) of the Companies
Act, 2013, and that representations of directors takes in Board that Director is disqualified from being
appointed as director of the company.

10. The management has informed that the Company has not received any memorandum (as required
to be filled by the suppliers with the notified authority under Micro, Small and Medium Enterprise
Development Act, 2006) claiming their status during the year as micro, small or medium enterprises.
Consequently there are no amounts paid/ payable to such parties during the year.

11. Expenditure in foreign currency is Rs. NIL/- in respect of Foreign Travelling.

12. Export Sales in foreign currency is NIL/- (In Indian Rupees). However, Other Income in foreign
currency is Rs. Nil.

13. There is No Any Amalgamation or Acquisition with Other Company / Firm / Entity by the company
during the financial year.

14. As inform to us the company has made business investment of Rs. 4.69 crores with subsidiary
(Vintage FZE India Pvt Ltd) which are outstanding in balances sheet are subject to verification of
progress report and impairment testing.

15. The company has Not received any type of Government Grants or Subsidies.

16. The company did Not enter into any Lease Agreement.

17. Ageing of Debtors & Creditors: The details and of ageing of creditors including MSME creditors
details & details of ageing of debtors are as under:

18. No segment or part of company is discontinued or sold during the year (except the approved
disinvestment of the subsidiary).

19. Previous year figures have been regrouped /rearranged wherever necessary to correspond with
the current year’s classifications/disclosure.

20. Particulars of licensed capacity or production capacity is Nil/- of the company.

21. The company is engaged primarily in trading & commission agent. As per AS-108 Operating
Segment, none of the segment/products exceeds specified limits for the purpose of reporting as per AS-
108 is not applicable.

22. Deferred Tax Asset amounting to NIL/- has been created with respect to fixed assets considering
the prudence aspect.

23. Audit committee minutes not produced before us.

24. The turnover with GST is subject to verification of reconciliation. (Transactions entered via Journal
Vouchers).

25. All of the Debit, Credit, Balances including, Loans & advances, investment lying in various party’s
Customer’s accounts are subject to their balance confirmation as details not produced before us.

26. As inform to us by the management there were no Crypto currency or virtual currency transaction.

27. As inform to us by the management there were no new registration of charges with ROC except old
charges continue.

28. The management has not submitted statement of current assets for stock & debtors with bank for
CC loan limit.

29. As inform to us by the management there were no details of benami property held.

24 Taxation:

Current Taxes

Inspite of profits earned during the year ended 31st March, 2026, no provision for income tax is made, in view of brought forward losses & unabsorbed depreciation.
Further, the company had opted for the new taxation regime under section 115BAA of Income Tax Act ,1961 during the previous year and accordingly no provision for
tax is required to be made under section 115JB of Income Tax Act, 1961 as well.

25 Contingent liabilities

a Provision for Warranties :

As per Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets, issued by the Institute of Chartered Accountants of India, there is no warranty provision
during the year.

26 Derivative Instruments and Un-hedged foreign currency exposure :

There is no unhedged foreign currency exposure and open positions on derivative instruments as at year ended 31st March, 2026.

27 Foreign Currency Income/Expense

The Company has neither earned any income nor incurred any expenses in foreign currency during the year

(b) Fair Value Hierarchy

The Fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the
following three levels :

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs are other than quoted prices included within level1 that are observable for the asset or liability , either directly (i.e as prices )or indirectly
(i.e derived from prices)

Level 3: Inputs are not based on observable market data (unobservable inputs. Fair value are determined in whole or in part using a valuation model based on
assumption that are neither supported by prices from observable current market transaction in the same instrument nor are they based on available market data.

There are no assets measured at fair value; either through profit & loss or through Other Comprehensive Income, during the year.

32 Details of Benami Property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and rules made thereunder.

33 Borrowings from banks for Credit Facility

The Company has not availed off any credit facilities from banks or financial institutions against the security of current assets during the year ended 31st March, 2025

34 Wilful Defaulter

Neither company nor any of its directors has been wilfil defaulter as per the definition of RBI.

35 Relationship with Struck Off Companies

The Company has not entered into any transactions with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956
during the year.

36 Registration of Charges or satisfaction with Registrar of Companies

During the year, there are no instances of any registration, modification or satisfaction of charges which are pending for registration with Registrar of Companies (ROC)
beyond the statutory period.

37 Compliance with number of layers of companies

The Company is in compliance with the relevant provisions of the Companies Act, 2013 with respect to the number of layers prescribed under clause (87) of Section 2 of
the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

38 Compliance with approved Scheme(s) of Arrangements

There is no Scheme of Arrangement approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 during the year and hence, no
disclosures are required to be made by the Company in these financial statements for the year ended 31st March, 2025.

39 Utilisation of Borrowed Funds and Share Premium under Rule 11(e)

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall
lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or
invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

40 Rounding of Amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs, or decimals thereof, as per the requirement of Schedule III,
unless otherwise stated.

41 The Company has not traded or invested in any crypto currency or virtual currency during the year and previous year.

42 There has been no fraud by the company or on the company during the year and previous year.

43 Dividend

During the year ended 31st March, 2026, no dividend has been proposed.

As per our report of even date attached For and on behalf of the Board of Directors

For J.M. Patel & Bros. of Alka India Limited

Chartered Accountants

F.R.No : 107707W Sd/-

Karnik Shasankan Pillai
Managing Director
DIN:08529650

Sd/-

(J. M. Patel)

M.COM., F.C.A. Sd/- Sd/-

M. No. 030161 Harshkumar Kalidas Patel Himani Jhamar

Chief Financial Officer M. No - A76401

Company Secretary &

DATE : 07-04-2026 Compliance Officer

Place :Ahmedabad

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Mar 31, 2025

xvii. Provisions

Recognition of Provision

A provision is recognized when the company has a present obligation as a result
past event, ii) it is probable that an outflow of resources embodying economic
bent will be

required to settle the obligation and w) a reliable estimate can be made of the
amount of the obligation Were the effect of the time value of money is meal the
amount of provision shall be the present value of the expenditures expected to be
related to settle the obligation Provisions shall be reviewed at the end of each
reporting period and adjusted to reflect the current best estimate If its no longer
probable that an outflow of resources embodying economic benefits will be
required to settle the obligation the provision shall be rested

Where the company expects come or all of a provision to be reimbursed for
example under an insurance contract, the reimbursement is recognized as a
separate asset but only when the reimbursement is virtually certain The expense
relating to any provision is presented the statement of profit and loss net of any
reimbursement

xviii. Cash and cash equivalents

Cash and cash equivalents tor the purposes of cash flow statement comprise cash
at bank and in hand and short-term investments with an original maturity of three
months or less.

xix. Measurement of EBITDA

As permitted by the Guidance Note on the Revised Schedule of the Companies Act
2013, the company has elected to present earnings before interest, tax,
depreciation and amortization (EBITDA] as a separate line item on the face of the
statement of profit and loss. The company measures EBITDA on the basis of
profit/(loss] from continuing operations. In is measurement, the company does
not include depreciation and amortization expense, finance costs and tax expenses

The basic earnings per equity share are computed by dividing the net profit
attributable to the equity shareholders for the reporting period by the weighted
average number of equity shares outstanding during the reporting period.

The number of shares used in computing diluted earnings per share companies
the weighted average number of shares considered for deriving basic earnings per
share and also the weighted average number of equity shares, which may be
issued on the conversion of all dilutive potential shares, unless the results would
be ant dilutive.

xx. Leases

Where the Company is the lessee

Leases, where the less or effectively retains substantially all the risks and benefits
of ownership of the leased item are classified as operating leases. Operating lease
payments are recognized as an expense m the statement of profit and loss on a
straight line basis over the lease term.

Where the Company is the less or Assets subject to operating leases are included
in property plant and equipment Lease come on an operating income a recognized
in the statement of profit and loss on a straight line basis over the lease term
Costs, including depreciation are recognized as an expense in the statement of
profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are
recognized immediately in the statement of profit and loss.

xxi. National Company Law Tribunal (NCLT) Order dated February 7, 2025
(Ref I .A. 89/2024 IN C.P. No. 972(IB)/MB/2023) - Effect

i. the company''s paid-up share capital was required to be restructured
following the approval of the Resolution Plan. This restructuring mandated
a total of 50 lakh equity shares with a face value of Re. 1.00 per share,

including the issuance of 2.50 lakh new equity shares to public
shareholders in proportion to their existing holdings as of the Resolution
Plan''s approval date. However, as of March 31, 2025, the management had
not yet completed this restructuring of the paid-up share capital. The
necessary PAS-3 form for this restructuring was filed with the Ministry of
Corporate Affairs (MCA) only after March 31, 2025.

ii. In accordance with the Approved Resolution Plan, the company
management has taken steps to extinguish certain financial items,
impacting the books post-NCLT order. This includes the write-off of
unclaimed liabilities as stipulated by the resolution plan and the write-off
of unrecoverable receivables as determined by management. These
adjustments have been recorded as preliminary expenses in the financial
statements

iii. Prior to the Corporate Insolvency Resolution Process (CIRP) filing, the
Company had extended significant advances that remained outstanding at
the time of the NCLT order dated February 7, 2025 (Ref I.A. 89/2024 IN
C.P. No. 972(IB)/MB/2023).

iv. the company undertook restructuring actions including the write-back of
receivables/loans and the write-off of unclaimed payables/dues. The
resulting loss from these adjustments was recorded as preliminary
expenses (Other Current Assets) in the financial statements. However,
despite the mandated restructuring of paid-up equity share capital to 50
lacs as per the NCLT order, the financial statements continue to reflect the
paid-up equity share capital at Rs. 5,000 lacs.

1.2 Related Party T ransaction

As per Indian accounting standard on Related Party Disclosure Ind AS 24 notified
by the Companies (Indian Accounting Standard) Rules, 2015. The Company
Management has confirmed that at the time of signing of financials there are
following related party transition reported.:-

Note: Certain payments were made by Mr. Jatinbhai Ramanbhai Patel in
connection with his participation in the approved Resolution Plan for the
Company. These payments were transacted prior to the date of his appointment
as a Director and the consequent date from which he became a related party of the
Company. Accordingly, these specific Resolution Plan related payments are not
considered as part of the Company''s related party transactions and disclosures
for the purpose of this note.

1.3 Contingent Liabilities

a) A contingent liability is a possible obligation that arises from past events whose
existence will be confirmed by the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the company or a present obligation
that is not recognized because it is not probable that an outflow of resources will be
required to settle the obligation Contingent liability also arises in extremely rare
cases where there is a liability that cannot be recognized because it cannot be
measured reliably The company does not recognize a contingent liability but
discloses its existence in the financial statements.

Balances in respect of certain sundry debtors, sundry creditors and loans and
advances are taken as shown by the books of account and am subject to
confirmation and consequent adjustments and reconciliation if any

1.6 (i) As per the management opinion current assets, loans and advances have a
value on realization which in the ordinary course of business would not be less
than the amount in which they are stated in the balance sheet and the provisions
for all known and determined liabilities are adequate and not in excess of the
amount reasonably required.

(ii)Details of dues to micro and small enterprises as defined under the MSMED
Act2006 there are Rs. Nil of micros small and medium enterprises, to which the
Company owes dues which are outstanding for more than 45 days at March 31
2025. This information as required to be disclosed under the Micro Small and
Medium Enterprises Development Act 2006 as been determined to the extent
such parties have been identified on the basis of information available with the
Company.

1.7 Figures for the previous year have been regrouped / amended wherever
necessary

For Amit Ramakant & Co. For Alka India Limited

Chartered Accountants

FRN-009184C

Sd/- Sd/-

Sd/- Karnik Shasankan Pillai Jatinbhai Patel

Managing Director Director

CA Amit Agarwal DIN 08529650 DIN 06973337

M.No. 077407

UDIN: 25077407BMJBEW6146

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Mar 31, 2021

Contingent Liabilities

a) A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation Contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably The company does not recognize a contingent liability but discloses its existence in the financial statements.

b) Demand of Rs 179.51 Lakhs includingthe interest and penalty under VAT the Company is of the opinion that there are no groundsfor levying VAT Based on legal Opinion obtained the company is of the view that said demandcontesting Hence, no provision has been considered by the management in these financialstatements.

c) The Company name is in the list of shell companies (Vide SEBI on its letter bearing no. SEBI /HO/ISD/OW/P/2017/18183 dated August 7, 2017). Exchange had initiated a process of verifying the credentials / fundamentals of the company. It had appointed an auditor to conduct audit of the company to verify its credentials/fundamentals.

On verification, if Exchange do not find appropriate credentials / fundamentals about existence of the company, Exchange may initiate the proceeding for compulsory delisting against the company, and the said company shall not be permitted to deal in any security on exchange platform and its holding in any depository account shall be frozen till such delisting process is completed.

Accordingly, the forensic audit was conducted, however, till date the company has not received any further communication from BSE.

Balances in respect of certain sundry debtors, sundry creditors and loans and advances are taken as shown by the books of account and am subject to confirmation and consequent adjustments and reconciliation if any

(i) As per the management opinion current assets, loans and advances have a value on realization which in the ordinary course of business would not be less than the amount in which they are stated in the balance sheet and the provisions for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

(ii) Details of dues to micro and small enterprises as defined under the MSMED Act2006 there are no micros small and medium enterprises, to which the Company owes dues

which are outstanding for more than 15 days at March 31 2021.Thisinformation as required to be disclosed under the Micro Small and Medium Enterprises Development Act 2006 as been determined to the extent such parties have been identified on the basis of information available with the Company

'' Figures for the previous year have been regrouped / amended wherever necessary

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Sep 30, 2014

(a) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of 1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held.

1. Background

Basis of the preparations of financial statements are prepared accordance with "GAAP "under the historical cost conversion on the accrual basis. In accordance with the requirements of the Companies Act, 1956, accounting policies not referred to otherwise are consistent with generally accepted accounting principles and the provisions of the Companies Act, 1956.

2. Basis of Preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Balances in respect of certain sundry debtors, sundry creditors, investments and loans and advances are taken as shown by the books of account and are subject to confirmation and consequent adjustments and reconciliation, if any.

4. As per Management opinion Current assets, loans and advances have a value on realization which in the ordinary course of the business would not be less than the amount at which they are stated in the balance sheet and the provisions for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

5. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

There are no micro, small and medium enterprises, to which the Company owes dues, which are outstanding for more than 45 days as at September 30, 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

6. Figures in brackets represent those of the previous year.

7. Figures for the previous year have been regrouped / amended wherever necessary.

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Sep 30, 2013

1.1 Balances in respect of certain sundry debtors, sundry creditors, investments and loans and advances are taken as shown by the books of account and are subject to confirmation and consequent adjustments and reconciliation, if any.

1.2 As per Management opinion Current assets, loans and advances have a value on realization which in the ordinary course of the business would not be less than the amount at which they are stated in the balance sheet and the provisions for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

1.3 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

There are no micro, small and medium enterprises, to which the Company owes dues, which are outstanding for more than 45 days as at March 31, 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information avail- able with the Company.

1.4 3.30 As per the information and explanation given by the management, the company has shown Rs. 50,00,000/- as Long term Loans and Advances –doubtful, the said amount was paid under case no RC-25(A)-2011 recoverable.

1.5 Figures in brackets represent those of the previous year.

1.6 Figures for the previous year have been regrouped / amended wherever necessary.

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Sep 30, 2012

* Aggregate Book Value of Unquoted Investments : Rs. 19,45,75,000/- previous Year Rs. 19,75,75,000/- )

* Aggregate Book Value of quoted Investments : Rs. 12,19,90,963/- (Previous Year Rs. 14,95,18,328 /- )

* Aggregate Market Value of quoted Investments :5,25,48,048/- (Previous Year Rs. 90,11,3673/- )

Current investments are carried in the financial statements at cost and Long-term investments are also carried at cost. However, provision for diminution in value is not recognize other than temporary in the value of the investments. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

1. Background

Basis of the preparations of financial statements are prepared accordance with "GAAP "under the historical cost conversion on the accrual basis. In accordance with the requirements of the Companies Act, 1956. Accounting policies not referred to otherwise are consistent with generally accepted accounting principles and the provisions of the Companies Act, 1956.

2. Basis of Preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3.1 Balances in respect of certain sundry debtors, sundry creditors and loans and advances are taken as shown by the books of account and are subject to confirmation and consequent adjustments and reconciliation, if any.

3.2 As per Management opinion Current assets, loans and advances have a value on realization which in the ordinary course of the business would not be less than the amount at which they are stated in the balance sheet and the provisions for all known and determined liabilities are adequate and not in excess of the amount reasonably required.

3.3 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

There are no micro, small and medium enterprises, to which the Company owes dues, which are outstanding for more than 45 days as at March 31, 2012. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

3.4 Figures in brackets represent those of the previous year.

3.5 Figures for the previous year have been regrouped / amended wherever necessary.

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Sep 30, 2011

1. RELATED PARTIES:

Disclosures as required by Accounting Standard (AS) -18 "Related Party Transaction" issued by the Institute of Chartered Accountants of India are as follows:

2. Inventories are as per taken, valued and certified by the management.

3. In the opinion of the management and to the best of their knowledge and belief, the value on realization of loans, advances and other current assets in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet.

4. The Company operates in single business segment, i.e. Textile comprising cotton, yam, fabrics etc.

5. DEFERRED TAX LIABILITIES

Deferred tax on timing differences between taxable and accounting income is accounted for, using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets on unabsorbed tax losses and unabsorbed depreciation are recognized only when there is a virtual certainty of their realization. Other items are recognized only when there is a reasonable certainty of their realization.

The Company has adopted Accounting Standard-22 on "Accounting for Taxes on Income" issued by the Institute of Chartered accountants of India. Consequently, the Company has recorded deferred tax liability/Assets in respect of timing differences on account of Depreciation as on 30th September 2011 and the net effects of the same has been given in the Profit & Loss Account and Balance Sheet as on 30th September 2011.

6. Foreign currency transactions

Foreign currency transactions are recorded at exchange rates prevailing on the date of respective transactions.

Current assets and current liabilities in foreign currencies existing at balance sheet date are translated at year-end rates.

Foreign currency translation differences related to acquisition of imported fixed assets, if any are f* adjusted in the carrying amount of the related fixed assets. All other foreign currency gains and losses are recognized in the profit and loss account.

7. Provision and contingent liabilities

Provisions are recognized when the Company has present legal or constructive obligation, a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation. Contingent liabilities, if any, are disclosed by way of notes to the Balance Sheet

8. Balances in respect of certain sundry debtors, sundry creditors and loans and advances are taken as shown by the books of account and are subject to confirmation and consequent adjustments and reconciliation, if any.

9. The Company did not have any transactions with Small Scale Industrial ('SME's') Undertakings during the year ended March 31, 2010 and hence there are no amounts due to such undertakings. The identification of SME's undertakings is based on the management's knowledge of their status.

The Company has not received any information from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amount unpaid as at the year end together with interest paid / payable as required under the said Act have not been furnished.

10. Figures in brackets represent those of the previous year.

11. As per the information and explanation given by the management, During the company has paid cash Rs. 50,00,000/- to Mr. Rajesh Ranjan and Mr.Ashwin Kumar under case Number RC 25(A) - 2011, as the said person cheated to company Same has been shown under the head Advances (Refundable).

12. As per the information and explanation given by the management, the Board has passed a resolution for cancellation of the dividend, the provision for proposed dividend which is appearing in the books may be written back and the amount of Rs. 3.75 crores credited to profit and loss account, company has also written back the provision for dividend distribution tax on purposed dividend (v and such amount Rs. 48.05 lacks credited in the profit and loss account.

13. Pending the confirmation from BSE of the record date for deciding the entitlement of shares to shareholders of the transferor company, i.e., Janice Textiles Limited, formal allotment in terms of Clause No. 11, of the scheme of Amalgamation sanctioned by the hon'ble High Courts, has not been made, as a result that of the value of the shares to be allotted to the shareholders of the transferor company has been disclosed separately under the head "Transferor Company's Shareholders Fund".

14. Additional information pursuant to Part "1" of Schedule "VI" of the Companies Act 1956

(a) Value of imports calculated on CIF basis on capital account is NIL.

(b) Expenditure in foreign currency (on payment basis)

Note: The Proxy and the Power of Attorney (if any) under which it is signed or a notarially copy of that Power of Attorney must be deposited at the Registered Office of the Company at E-211, Crystal Plaza, Opp. Fame adlabs, New Link Road, Andheri (W), Mumbai - 400053, Maharashtra, not less than 48 hours before the date for holding the Annual General Meeting.

I hereby record my presence at the Eighteenth Annual General Meeting of the Company being held at Wednesday the 14th March, 2012 at 9.30 a.m. at Kailash Parbat, K.P Restaurants, 7A/8A ,7VWing, Crystal Plaza, New Link Road, Andheri (West), Mumbai 400053.

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Sep 30, 2010

1. RELATED PARTIES:

Disclosures as required by Accounting Standard (AS) -18 "Related Party Transaction" issued by the Institute of Chartered Accountants of India are as follows:

Nature of the Related Party Description of Relationship

(A) Related Parties where control exists NIL

(B) Related Parties where control exists NIL

2. Inventories are as per taken, valued and certified by the management.

3. In the opinion of the management and to the best of their knowledge and belief, the value on realization of loans, advances and other current assets in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet.

4. The Company operates in single business segment, i.e. Textile comprising cotton, yarn, fabrics etc.

5. DEFERRED TAX LIABILITIES

Deferred tax on timing differences between taxable and accounting income is accounted for, using the tax rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets on unabsorbed tax losses and unabsorbed depreciation are recognized only when there is a virtual certainty of their realization. Other items are recognized only when there is a reasonable certainty of their realization.

The Company has adopted Accounting Standard-22 on "Accounting for Taxes on Income" issued by the Institute of Chartered accountants of India. Consequently, the Company has recorded deferred tax liability/Assets in respect of timing differences on account of Depreciation as on 30th September 2010 and the net effects of the same has been given in the Profit & Loss Account and Balance Sheet as on 30th September 2010.

6. Foreign currency transactions

Foreign currency transactions are recorded at exchange rates prevailing on the date of respective transactions.

Current assets and current liabilities in foreign currencies existing at balance sheet date are translated at year-end rates.

Foreign currency translation differences related to acquisition of imported fixed assets, if any are adjusted in the carrying amount of the related fixed assets. All other foreign currency gains and losses are recognized in the profit and loss account.

7. Provision and contingent liabilities

Provisions are recognized when the Company has present legal or constructive obligation, a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation. Contingent liabilities, if any, are disclosed by way of notes to the Balance Sheet

8. Balances in respect of certain sundry debtors, sundry creditors and loans and advances are taken as shown by the books of account and are subject to confirmation and consequent adjustments and reconciliation, if any.

9. The Company did not have any transactions with Small Scale Industrial (SMEs) Undertakings during the year ended 30th September, 2010 and hence there are no amounts due to such undertakings. The identification of SMEs undertakings is based on the managements knowledge of their status.

The Company has not received any information from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amount unpaid as at the year end together with interest paid / payable as required under the said Act have not been furnished.

10. Figures in brackets represent those of the previous year.

11. Previous year figures has been re-grouped & re-arranged wherever necessary

12. Pending the confirmation from BSE of the record date for deciding the entitlement of shares to shareholders of the transferor company, i.e., Janice Textiles Limited, formal allotment in terms of Clause No. 11, of the scheme of Amalgamation sanctioned by the honble High Courts, has not been made, as a result that of the value of the shares to be allotted to the shareholders of the transferor company has been disclosed separately under the head "Transferor Companys Shareholders Fund".

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Sep 30, 2009

1. RELATED PARTIES:

Disclosures as required by Accounting Standard (AS) -18 "Related Party Transaction" issued by the Institute of Chartered Accountants of India are as follows:

Name of the Related Party Description of Relationship

(A) Related Parties where control exists NIL

(B) Related Parties where control exists NIL

2 Inventories are as per taken, valued and certified by the management.

3. In the opinion of the management and to the best of their knowledge and belief, the value on realization of loans, advances and other current assets in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet.

4. The Company operates in single business segment, i.e. Textile comprising cotton, yarn, fabrics etc.

5. Earnings Per Share as computed in accordance with Accounting Std. 20 for the year ended 30th September 2009:

6. DEFERRED TAX LIABILITY.

The Company has adopted Accounting Standard-22 on "Accounting for Taxes on Income* issued by the Institute of Chartered accountants of India. Consequently, the Company has recorded deferred tax 1 lability/Assets in respect of timing differences on account of Depreciation as on 30th September 2009 and the net effects of the same has been given in the Profit & Loss Account and Balance Sheet as on 30th September 2009.

7. CURRENT TAX: LIABILITY.

Considering the eligible deductions under Inco me Tax- Act, and Loss during the year, the provision for taxation has been made in the books of accounts.

8. Previous year figures has been re-grouped & re-arranged wherever necessary

9. Balances of sundry debtors and sundry creditors are subject to confirmation.

10 Pending the confirmation from BSE of the record date for deciding the entitlement of shares to shareholders of the transferor company, i.e., Janice Textiles Limited, formal allotment in terms of Clause No. 1 1, of the scheme of Amalgamation sanctioned by the honble High Courts, has not been made, as a result that of the value of the shares to be allotted to the shareholders of the transferor company has been disclosed separately under the head "Transferor Companys Shareholders Fund".