Directors Report of Eraaya Lifespaces Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the Fifty Eighth (58th) Annual Report of your Company Eraaya Lifespaces Limited (Formerly Justride Enterprises Limited) with the Audited Financial Statements along with Auditor''s Report for the year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE

(In Lakh
Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations	29720.16	19.50
Other Income	37.31	4.85
Total Revenue	29757.47	24.35
Expenses for the period	29714.98	16.68
Profit / (Loss) before tax from continuing operations	42.49	7.67
Current Income Tax for the period	17.73	0.00
Deferred Tax	(9.13)	0.00
Profit / (Loss) for the period	33.89	7.67

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY''S AFFAIRS:

During the period under review i.e. FY 2023-24 your company has generated the revenue of Rs. 29720.19 Lakhs as compared to the previous FY 2022-23 of Rs. 19.50 Lakhs.

3. DIVIDEND

To conserve the resources for the expansion of business in the long run, your directors have not recommended any dividend for the Financial Year 2023-24 and have decided to retain the profits.

4. TRANSFER TO GENERAL RESERVES

The Company has not transferred any sum to the General Reserves Account during the reporting period.

5. CHANGES IN THE NATURE OF BUSINESS

During the period under review i.e FY 2023-24, your company has ventured into the business of hospitality along with the existing line of business of the company.

6. MATERIAL CHANGES AND COMMITMENTS

There have been some material changes which have occurred between the end of the financial year to which the financial statements relate and the date of this report as mentioned below:

Eraaya Lifespaces Limited had submitted its proposal along with a consortium of members led by Eraaya to the Independent Directors of Ebix, Inc. ("Ebix" or "Debtors") with a management backed reorganization plan ("Plan") to acquire 100% of the equity of EBIX INC., USA. The acquisition will be effectuated through Ebix''s Plan of Reorganization proposed in its Chapter 11 proceedings, which is subject to ongoing negotiations among the consortium, Ebix, and Ebix''s creditors and other stakeholders.

The bid for acquiring 100% equity of Ebix Inc. ("Ebix") submitted by the consortium led by the Company has been approved and accepted as the highest and best bid for Ebix and declared as the winner following the auction process overseen by the U.S. Bankruptcy Court. Ebix ascribes the bid at an enterprise value of about $361 million. (INR 3,009 Crores approximately). On June 27, 2024, the U.S. Bankruptcy Court allowed the Plan of Reorganization to be sent to creditors for voting and has scheduled a hearing to consider approval of the plan for July 30, 2024. Further Eraaya Lifespaces Limited is pleased to share the updates on the status of the acquisition process of Ebix Inc., wherein a total of 56.327 million (INR 466.95 Crores Approx.) has been remitted till July 31, 2024 towards the acquisition. The Company''s Plan Support Agreement to acquire Ebix Inc. has successfully gone through the process of the Final Approval at the Bankruptcy Courts, Dallas, Texas, United States.

The Company also convened an Extra-Ordinary General Meeting on Monday July 29, 2024, through Video Conferencing and other means and sought the approval of the members of the Company for raising funds for an amount not exceeding to Rs. 1275 Crore or an amount equivalent in foreign currency, in one or more tranche. The company took the consent the of the members for raising funds through issuance of in the form of securities like equity shares, warrants, QIP, FCCB or in any other combination thereof after taking into consideration the best interest of the Company.

Further there have been material changes in the Board of Directors, Key Managerial Persons (KMPs) and the other committees of the Company post closure of the financial year under review and the same are mentioned below:

1. Appointment (w.e.f. June 18, 2024)

Ms. Shweta Singh as Chief Operating Officer.

2. Appointments (w.e.f. June 29, 2024):

In Executive Category:

a) Mr. Robin Raina (DIN: 00475045) as Chairman and Director;

b) Dr. Vikas Garg (DIN:00255413) as Vice-Chairman and Director;

c) Ms. Bhawna Sharma (DIN: 10288658) as Whole-time Director;

In Non-Executive Category:

d) Mr. Devender Kumar Garg (DIN: 02316543) as a Non-Executive, Independent Director;

e) Mr. Ravi Kumar Gupta (DIN: 01018072) as a Non-Executive, Independent Director;

3. Cessations/Resignations (w.e.f. June 29, 2024):

a) Ms. Sukriti Garg (DIN: 09585946) as Managing Director;

b) Ms. Bhawana Gupta (DIN: 10101543) as Whole-time Director and CEO;

c) Ms. Meenakshi (DIN: 10281806), as Whole-time Director of the Company, though she shall continue to be Chief Financial Officer;

d) Ms. Sony Kumari (DIN: 09270483) as Independent Director; and

e) Ms. Poonam Dhingra (DIN: 09524982) as Independent Director

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained d by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Annual report.

8. PUBLIC DEPOSITS

Our Company has not accepted any deposits during the year under review within the meaning of Section 73 of the

Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and any amendment thereof.

9. AUDITORS

a) STATUTORY AUDITOR

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame there under M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No. : 003565N) has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 56^th Annual General Meeting held in 2022 till the conclusion of 61^st Annual General Meeting of the Company to be held in 2027, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company.

Auditor''s Report

The Auditor''s Report for financial year ended March 31,2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors'' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review. The Auditor''s report is enclosed with the financial statements in this Auditor''s Report.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kumar G & Co. (M. No.: A14629 and CP No.: 7579), Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2023-2024.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 in the format prescribed (Form MR-3) as provided by & Co. the Company Secretary in Practice has been annexed to the Report. (Annexure-I)

c) INTERNAL AUDITOR

The Company has appointed M/s Jha Gunjan & Associates (FRN-029506N, COP -529511), Practicing

Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2023-24 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

d) COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

10. SHARE CAPITAL

a) Authorised Capital

The Authorized capital of the Company was increased from Rs. 5,50,00,000/- to Rs. 30,00,00,000/- in Extraordinary General Meeting of the Company held on May 05, 2023.

It was further increased from Rs. 30,00,00,000/- to Rs. 75,00,00,000/- by member''s assent via Postal Ballot on November 23, 2023.

b) Paid Up Capital

The members of the company accorded their assent for the issuance of up to 1,62,50,000 fully Convertible Warrants, carrying a right exercisable to subscribe to one Equity Share, to persons

belonging to ''Promoter & Promoter Group'' and ''Non-Promoter, Public Category'' on preferential basis at an issue price of Rs. 10/- per Warrant in the 57th Annual General Meeting held on August 16, 2023.

Thereafter, Company made allotment of 1,36,50,000 Fully Convertible Warrants as on August 24, 2023. And Pursuant to the conversion of 60,00,000 Fully Convertible Warrants into 60,00,000 equity shares, the Paid-up share capital of the Company increased from Rs. 1,47,31,600/- to Rs. 7,47,31,600/ as on September 15, 2023, Subsequently Pursuant to the conversion of 76,50,000 Fully Convertible Warrants into 76,50,000 equity shares, the Paid-up capital of the Company increased to Rs. 15,12,31,600/- as on October 10, 2023.

c) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.

d) Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

e) Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014.

f) Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

11. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has Made Amendment in Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of Attaching MGT 9 Extract of Annual Report in the Board Report, Hence the Form MGT-9 doesn''t form part of this Board Report.

The copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the website of the Company at www. eraayalife.com

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIG EXCHANGE EARNINGS AND OUT GO

The details of conservation of energy, technology absorption, foreign exchange earnings and out go are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipment''s;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

13. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 (2)(f) of the SEBI (LODR) Regulations, 2015, top One thousand (1000) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 (2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report (MDAR) is set out in the Annual Report. (Annexure II)

15. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Above Policies along with the other policies which are applicable on the website of the Company at www.eraayalife.com

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2023-24, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in the future.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs. 1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs. 5 Crore) or moreduring the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached threshold limit.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 along with the provisions of SEBI (LODR) Regulations 2015. The Company has a judicious mix of Executive and Independent Directors to ensure proper governance and management. As on March 31,2024, the Board comprised of 6 (six) Directors - 3 (three) Executive Directors, and 3 (three) Independent Directors. The details of the Board of Directors are mentioned in the Corporate Governance Report.

During the year under review appointment/resignation of Directors are as follows:

1. Ms. Sukriti Garg has been appointed as the Whole Time Director cum Chief Executive Officer of the Company w.e.f. 17.06.2023 and thereafter Ms. Sukriti Garg has been elevated to the post of Managing Director of the Company on 24.08.2023

2. Dr. Ridham Dhawan (DIN: 09608632) tendered her resignation form the post of Independent Director as on 24.08.2024.

3. Ms. Meenakshi (DIN: 10281806) was appointed as Whole-time Director cum Chief Financial Officer of the company as on 24.08.2024.

4. Ms. Poonam Dhingra (DIN: 09524982) was appointed as Non-executive Independent Director of the company as on 24.08.2024

The Board met 13(thirteen) times during the year details pertaining to Board and Committee Meetings held during the year are given in the Corporate Governance Report, forming part of the Annual Report.

Post closure of the financial year under review, the following changes were made in the Board composition of the Company w.e.f. 29.06.2024.

Appointments:

In Executive Category:

a) Mr. Robin Raina (DIN: 00475045) as Chairman and Director;

b) Dr. Vikas Garg (DIN:00255413) as Vice-Chairman and Director;

c) Ms. Bhawna Sharma (DIN: 10288658) as Whole-time Director;

In Non-Executive Category:

d) Mr. Devender Kumar Garg (DIN: 02316543) as a Non-Executive, Independent Director;

e) Mr. Ravi Kumar Gupta (DIN: 01018072) as a Non-Executive, Independent Director;

Cessations/Resignations:

a) Ms. Sukriti Garg (DIN: 09585946) as Managing Director;

b) Ms. Bhawana Gupta (DIN: 10101543) as Whole-time Director and CEO;

c) Ms. Meenakshi (DIN: 10281806), as Whole-time Director of the Company, though continue to act as Chief Financial Officer of the Company;

d) Ms. Sony Kumari (DIN: 09270483) as Independent Director; and

e) Ms. Poonam Dhingra (DIN: 09524982) as Independent Director

A. Company Secretary & Compliance Officer and KMP

1. Ms. Rashmi Chaudhary resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 29.04.2023.

2. Ms. Vasudha Aggarwal has been appointed as the Compliance Officer of the Company w.e.f. 29.04.2023 and thereafter she was appointed as the Company Secretary of the Company w.e.f. 17.06.2023.

3. Ms. Bhawana Gupta has been appointed as the Whole Time Director cum Chief Operating Officer of the Company w.e.f. 17.06.2023 and thereafter Ms. Bhawana Gupta has been elevated as Chief Executive Officer of the Company on 24.08.2023.

4. Ms. Meenakshi has been appointed as the Chief Financial Officer of the Company as on 24.08.2023.

5. Mr. Harish Agarwal has tendered his resignation from the post of Chief Financial Officer of the Company w.e.f. 24.08.2023.

19. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

20. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non-compliances. (Annexure III)

21. NUMBER OF MEETINGS OF THE BOARD

During the year, thirteen (13) Board Meetings were convened by the Board of Directors as on 08.04.2023, 17.04.2023, 23.05.2023, 17.06.2023, 10.07.2023, 19.07.2023, 24.08.2023, 15.09.2023, 10.10.2023, 11.10.2023, 21.10.2023, 13.01.2024 and 07.02.2024. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Adequate Quorum was present in all the meetings as required by law.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

22. COMMITTEES AND THEIR MEETINGS Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee''s scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

The details pertaining to the composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Nomination and Remuneration Committee during the year under review.

Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

The details pertaining to the composition of the Stakeholder Relationship Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Stakeholder Relationship Committee during the year under review.

Details of establishment of Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

23. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The Company does not have any Subsidiary / Joint Venture / Associate Companies as on March 31,2024. But post closure of the financial year 2023-24, the company has incorporated a wholly owned subsidiary in Dubai in the name of "ERAAYA LIFESTYLE VACATION HOMES L.L.C" as on July 13, 2024 with the authorized capital of AED 10,00,000 divided into 1000 shares of AED 1000 each having License No. 1339685. The company shall carry out business in the field of Vacation Homes Rental. As on date the Wholly Owned Subsidiary has not started its activities.

24. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, Joint Venture Companies as on March 31, 2024. Post closure the company has incorporated a wholly owned subsidiary in the name of "ERAAYA LIFESTYLE VACATION HOMES L.L.C" but the company has not started its business activities hence there is no records available for reporting the performance and financial position of the subsidiary. There are no associates or joint ventures companies so there is no requirement to make disclosure of the performance and financial position of the same respectively.

25. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement and same is provided in this Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into contracts and arrangements with related parties and, in this regard AOC-2 is attached as Annexure-IV.

27. CORPORATE GOVERNANCE CERTIFICATE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation. 27 of the SEBI Listing Regulations forms part of this report as "Annexure V". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Kumar G & Co., Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

28. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

29. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. SEXUAL HARASSMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints.

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

31. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company''s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

32. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

33. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

None of the Directors are related to each other.

34. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

35. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company''s website www.justrideenterprises.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. (Annexure VI).

36. ANNUAL LISTING FEES

The Company is listed on Bombay Stock Exchange (BSE), the Scrip Code of the Co. is 531035. The Company has paid the Annual Listing fee for the Financial Year 2023-24 to BSE Limited.

37. EXECUTIVE DIRECTOR / CFO CERTIFICATE

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director) / CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as Annexure-VII.

38. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Company''s shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. Skyline Financial Services Private Ltd. Your Company''s equity shares are listed with Bombay Stock Exchange Ltd. (BSE).

39. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company. To approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares is processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd. (CDSL) within 15 days.

40. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

A. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

C. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. The directors had prepared the annual accounts on a going concern basis; and

E. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

41. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (INDAS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

44. CAUTIONARY NOTE

The statements forming part of the Board''s Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

45. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

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Mar 31, 2014

Dear Members,

Your Directors feel pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on March31,2014

Financial Results

As on March 31, As on March 31, ITEM 2014(in Rs.) 2013(in Rs.)

Sales & other Income

Gross Profit/Loss (1.536,233.66) (1,123,740 84)

Depreciation NIL NIL

Income tax paid for earlier year

Profit/Loss brought forward (1,536,233.66) (1.123,740.84)

Transferred to General Reserve - -

Profit / Loss available for - - appropriation

Balance carried to Balance Sheet (1,536,233.66) (1,186,478.84)

Current Operations & Future Outlook

Due to liquidity crunch and continuous losses, the Company has not been able to carry on any business activity during the year and the cash losses have been incurred due to routine expenses incurred under review. However, the management of the Company is in the process of reviewing and preparing necessary business plans Svarious strategies for initiating its operations in the field of trading in tricyclesand plastic items

Dividend

There being no profits, the directors regret their inability to recommend any dividend for the Financial Year beginning on April 1 2013 and ending on March 31, 2014

Directors

Mr Hemant Rastogi Chairman, Non-Executive & Non- Independent Director of the Company is proposed to be appointed as Whole Time Director of Company in compliance with the terms ofSection 196, 197 and 203 read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force).

The Board of Directors has proposed to constitute a vigilance mechanism for Directors and Employees to provide adequate path to have direct access to the chairperson of Audit Committee for the better corporate governance

The Board of Directors proposed to change the nomenclature of "Share Transfer and Investor Grievance Committee" to "Stakeholders Relationship Committee" w e f the date of Board Meeting held on September 03 2014

Directors Responsibility Statement

1 The annual accounts for the financial year ended March 31, 2014 were prepared as per the applicable Accounting Standards along with proper explanations relating to material departures,

2 The Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairsand losses of the Company at the end of the financial year,

3. The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities;

4. The Directors have prepared the annual accounts of the Company for the Financial Year ended March 3151 2014 on a going concern basis.

Deposits

Your Company has not accepted any deposits during the period under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules. 2014

Particulars of Employees

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Status of Listing

The Company's shares are listed at BSE Limited, Delhi Stock Exchange Limited and Calcutta Stock Exchange Limited

Auditors

The Statutory Auditors of the Company, M/s BNPSY & Associates. Chartered Accountants who are been retiring at the ensuing Annual General Meeting have expressed their willingness to continue as Auditors of the Company,

A consent letter has been received from M/s. BNPSY & Associates, Chartered Accountants, for its reappointment as statutory auditors of the company for the financial year 2013-2014 A written certificate to the effect that the reappointment, if made, will be in accordance with the limits specified in Section 141 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof, for the time being in force), has also been obtained by the company from the statutory auditors

Your directors recommend the appointment of M/s BNPSY & Associates, Chartered Accountants as Statutory Auditors of the Company till the conclusion of next Annual General Meeting for audit of Accounts for the financial year 2014-15

Book Closure

The transfer books of the company will be closed from September 26,2014 to September 30, 2014 both days inclusive for purpose of Annual General Meeting dated September 30lh, 2014.

Management Discussion and Analysis Report

A report on industry analysis is attached hereto and forms part of the Directors Report.

Corporate Governance

A separate section on Corporate Governance is attached hereto and forms part of this report Material Changes

During the year under review, the name of the Companyhas been changed from 'Tobu Enterprises Limited' to 'Justride Enterprises Limited'i.e. w.e.f. September 10, 2013.

Internal Control

The Company has adequate internal control procedures commensurate with the size and nature of business The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal controls and risk management.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of Companies Act, 2013 along with Rule 8 of Companies (Accounts) Rules, 2014 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Conservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

Form of Disclosure of Particulars with respect to Absorption of Technology, Research & Development.

Research & Development

1 Specific areas in which R & D carried out by the company-There was no research and development activity carried out during the financial year

2 Benefits derived as a result of the above R&D- No benefits were derived, as no R&D was undertaken

3. Future plan of action -The Management of the Company is making necessary roadmap for starting new business operations i.e. for undertaking projects in the field of rail infra

4 Expenditure on R & D -No R&D activity was undertaken during the last financial year.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

1 Efforts, in brief, made towards technology absorption, adaptation and innovation-No technology was absorbed, adapted or innovated during the last financial year

2 Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc- Not applicable, as no such initiatives in this behalf were undertaken.

3 Import of Technology- No technology has been imported during the last financial year.

Foreign Exchange-Earning /Outgo

There is no transaction made by the company involving Foreign Exchange

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance, cooperation and trust reposed in your Company by the investors, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges and other Government Authorities during the financial year under review Your Directors wish to place on record their deep sense of appreciation for its clients and for the devoted services of the young team of professionals of the Company for its success.

Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the Company and are thankful to the shareholders for their continued patronage and support.

By order of the Board of Directors For Justride Enterprises Limited

Sd/- Hemant Rastogi Chairman DIN-00479470

Date September 03, 2014 Place New Delhi

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Mar 31, 2013

To The Members

The Directors feel pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on 31st March, 2013.

Financial Results

ITEM As on 31st March As on 31st March 2013 (in Rs.) 2012 (in Rs.)

Sales & other Income - 286,559.00

Gross Profit/Loss (1,186,478.84) (422,134.00)

Depreciation NIL NIL

Income tax paid for earlier year - -

Profit /Loss brought forward (71,643,745.93) ( 71,221,611.93)

Transferred to General Reserve - -

Profit / Loss available for appropriation

Balance carried to Balance Sheet (72,830,224 77) (71,643,745.93)

Current Operations & Future Outlook

Due to liquidity crunch and continuous losses, the Company has not been able to carry on any business activity during the year and the cash losses have been incurred due to routine expenses incurred under review. However, the management of the Company is in the process of reviewing and preparing necessary business plans & strategies for initiating its operations in the field of trading in tricycles and plastic items.

In this respect, we are pleased to report that on July 23, 2012, we have received the BSE''s in Principe approval for revocation of suspension and to accord the final approval, the Company had submitted all the requisite documents well within time. However, due to change in the bye-laws of the BSE, the Company has recently in June, 201, submitted the additional documents as sought by BSE including Information Memorandum (prepared in compliance with the provisions of Schedule II of the Companies Act, 1956).

Dividend

There being no profits, the directors regret their inability to recommend any dividend for the Financial Year beginning on 1st April 2012 and ending on 31** March 2013.

Directors

The Board of Directors of the Company is duly reconstituted and Mr. Harish Agarwal and Mr. Tulsi Bansal who were earlier appointed as additional directors, were regularized as Directors during the year ended 31st March, 2013.

Directors Responsibility Statement

1. The annual accounts for the financial year ended 31''st March, 2013 were prepared as per the applicable e Accounting Standards along with proper explanations relating to material departures;

2. The Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs and losses of the Company at the end of the financial year;

3. The Directors have taken proper & sufficient care for the maintenance of adequate accounting records n accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities;

4 The Directors have prepared the annual accounts of the Company for the Financial Year ended 31st March, 2013 on a going concern basis.

Deposits

Your Company has not accepted any deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956 read with ''Companies (Acceptance of Deposit) Rules 1975''.

Particulars of Employees

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 19E6 read with the Companies (Particulars of Employees) Rules, 1975.

Status of Listing

The Company''s shares are listed at BSE Limited, Delhi Stock Exchange Limited and Calcutta Stock Exchange Limited.

Auditors

The Statutory Auditors of the Company, M/s BNPSY & Associates, Chartered Accountants, who are been retiring at the ensuing Annual General Meeting have expressed their willingness to continue as Auditors of the Company.

A consent letter has been received from M/s BNPSY & Associates, Chartered Accountants, for its reappointment as statutory auditors of the company for the financial year 2013-2014. A written certificate, to the effect that the reappointment, if made, will be in accordance with the limits specified in sub-section (1B) of Section 224, has also been obtained by the company from the statutory auditors

Your directors recommend the appointment of M/s BNPSY & Associates, Chartered Accountants ;as Statutory Auditors of the Company till the conclusion of next Annual General Meeting for audit of Accounts for the financial year 2013-14.

Book Closure

The transfer books of the company will be closed from September 26, 2013 to September 30, 2013 both days inclusive for purpose of Annual General Meeting dated September 30, 2013.

Management Discussion And Analysis Report

A report on industry analysis is attached hereto and forms part of the Directors Report.

Corporate Governance

A separate section on Corporate Governance is attached hereto and forms part of this report.

Material Changes

There has been no material changes occurred during the last financial year.

Qualification

Auditors Report of the Company contains Qualifications/reservation/adverse remark by the Auditors. The management''s reply to the adverse remarks is annexed at Annexure-I.

Internal Control

The Company has adequate internal control procedures commensurate with the size and nature of business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal controls and risk management.

Particulars of Conservation of Energy. Technology Absorption and Foreign Exchange Earnincis and Outgo as per Section 217(1)(e) of Companies Act. 1956 read with Companies (Disclosure at Particulars in the Report of Board of Directors) Rules. 1988

Conservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

Form of Disclosure of Particulars with respect to Absorption of Technology. Research & Development.

Research & Development

There was no Research and development activity carried out during the financial year

1 Specific areas in which R & D carried out by the company- There was no research and development activity carried out during the financial year.

2. Benefits derived as a result of the above R&D- No benefits were derived, as no R&D was undertaken

3. Future plan of action - The Management of the Company is making necessary roadmap for starting new business operations i.e. for undertaking projects in the field of rail infra.

4. Expenditure on R & D - No R&D activity was undertaken during the last financial year.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation- No technology was absorbed, adapted or innovated during the last financial year.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc- Not applicable, as no such initiatives in this behalf were undertaken.

3. Import of Technology- No technology has been imported during the last financial year.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance, co operation and Trist reposed in your Company by the investors, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges and other Government Authorities during the financial year under review. Your Directors wish to place on record their deep sense of appreciation for its clients and for the devote services of the young team of professionals of the Company for its success.

Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the Company and are thankful to the shareholders for their continued patronage and support.

By order of the Board of Directoifs

For Tobu Enterprises Limited

Sd/-

Hemant Rastogi

Chairman

DIN-00479470

Date: September 2, 2013

Place: New Delhi

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Mar 31, 2011

To The Members of TOBU ENTERPRISES LIMITED

The Director take pleasure in presenting the Forty Fifth Annual Report together with Audited Statements of Accounts tor the year ended 31st March 2011

Amount in (Rs)

FINANCIAL RESULTS Current Year Previous Year

Turnover /other income 682,062 92,635

Gross Profit/loss (162,712) (1274769)

Depreciation 0.00 0.00

Income tax paid for earlier year Profit/(Loss) brought toward (71,058.397) (70,784,128)

Transferred from General reserve - -

Profit/Loss available for appropriation - -

APPROPRIATIONS

Balance Carried to Balance Sheet (71,221.609) (71058897)

CORPORATE OVERVIEW:

With the growing competition and aggressive pricing policies, the Company with a not so good liquidity position has not been able to maintain its performance.

During the year under review the turnover of your Company increased to Rs.589,427. The losses for the company has decreased to Rs.112057.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Particulars of Employees and Disclosure of information

There were no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules. 1975

Status of Listing

The Company's shares are listed at The Delhi Stock Exchange Ltd; The Stock Exchange, Mumbai.

Auditor

Members are requested to re-appoint M/s Padam Bahl & Co. Chartered Accountants, as Auditors of the Company for the current year and to fix their remuneration

Auditors Report of the company contain the qualifications given by the Auditor

The Company has adequate internal control procedures commensurate with its size and nature business The Board of Directors periodically reviews the audit plans, internal audit reports adequacy of internal controls and risks management

Harmonious Industrial climate and inter personal relationship continue to prevail and will further strengthen the well established traditions and commitments to the future growth of the employees.

In view of the nature of activities which are being carried out the Company, Rules (a) & (b) Companies (disclosure of particulars in report of Board of Directors) Rules. 1988 concerning conservation and technology absorption respectively are not applicable to the Company.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance, cooperation and trust reposed in your Company by the investors, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges and other Government Authorities during the financial year under review. Your Directors wish to place on record their deep sense of appreciation for its clients and for the devoted services of the young team of professionals of the company for its success.

Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the Company and are thankful to the shareholders for their continued patronage and support.



FOR AND ON BEHALF OF THE BOARD

TOBU ENTERPRISES LIMITED

For Tobu Enterprise Limited

Director

Ajay Mathur Hemant Rastogi

(Managing Director) (Director)

Place: New Delhi

Date: 29/08/2011

---

Mar 31, 2010

To The Members of TOBU ENTERPRISES LIMITED

The Directors take pleasure in presenting the Forty Fourth Annual Report together with Audited statements of Accounts for the year ended 31st March 2010

Amount in (Rs,) FINANCIAL RESULTS Current Year Previous Year

Gross Profit (loss) (274769) (155303)

Depreciation 0.00 0.00

Income tax paid for earlier year - -

Profit (Loss) brought forward (70784128) (70628825)

Transferred from General Reserve - -

Profit/ Loss available for appropriation - -

APPROPRIATIONS

Balance Carried to Balance Sheet (71058897) (70784128)

Corporate Overview:

With the growing competition and aggressive pricing policies the company with a not so good liquidity position has not been able maintain its performance.

During the year under review the turnover of your company increased to Rs.92635 The losses for the company has increased to Rs.119466

Outlook for Exports

The company is in the process of exploring New markets overseas and hope to Achieve new export horizons.

Review of Operations and Future outlook

The company has made a loss during the year.

Dividend

Keeping in view the financial performance your Directors do not recommend any dividend at this stage for the year ended 31st March 2010

Public Deposits

The Company has not accepted deposited pursuant to section 58A of the companies Act, 1956

Director

In accordance with the Articles of Association of the company Mr. Hemant Rastogi Director of the company retire by rotation and being eligible, offer himself for re-appointment.

Management Discussion and Analysis

In this Annual Report we have attached Management's Discussion and Analysis section that highlights the company industry and Markey overview, opportunities threats, a segment wise performance outlook risk and concern, adequacy of internal control systems financial and operational performance as well as issues of human resource and development.

Corporate Governance

Reports on Corporate governance in accordance with clause 49 of the listing Agreement with stock Exchanges along certificates from Auditors are given separately in this Annual Report.

Director Responsibility Statement

Your Director Confirm

(i) That in the preparation of the Annual Accounts the applicable accounting standards have been followed;

(ii) That the Director have selected such accounting policies and applied them consistently and made judgments and estimates that are Reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2009, and of the Profit of the company for that year.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) That the Director have prepared the Annual Accounts on a going concern basis

Particulars of Employees and Disclosure information

There were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975

Status do Listing

The Company's shares are listed at the Delhi Stock Exchange Ltd. The Stock Exchange Mumbai.

Auditors

Members are requested to re-appointment M/s Padam Bahl & CO,. Chartered Accounts as auditors the company for the current year and to fix their remuneration.

Auditors Report

Auditors Report of the company contain the qualifications given by the auditor.

Risk and Internal Adequacy

The company has adequate internal control procedures commensurate with its size and nature business. The board of Directors periodically reviews the audit plans, internal audit repots adequacy of internal controls and risk management.

Industrial Relations

Harmonious Industrial climate and inter personal relation continue to prevail and will further strengthen well established traditions and commitments to the future growth of the employees.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and outgo.

In view of the nature of activities which are being carried out the company Rules (a) & (b) of companies (disclosure of particulars in report of Board of Directors) Rules 1988 concern conservation and technology receptivity are not applicable to the company.

Acknowledgement

Your Directors would like to express their grateful appreciation for te assistance cooperation and trust deposed in your company by the investors Banks Securities and Exchange Board of India, Reserve Bank of India , stock Exchanges and other Government Authorities during the financial year under review Your Director wish to place on record their deep sense of appreciation for its clients and for the devoted services of the young team of professionals of the company for its success.

Your Directors also wish to place on record their sincere appreciation of the contributions made by the employees of the company and are thankful to the shareholders for their continued patronage and support.

FOR AND ON BEHALF OF THE BOARD

TOBU ENTERPRISES LIMITED

Ajay Mathur Hemant Rastogi (Managing Director) ( Director)

Place; New Delhi

Date:30/08/2010