Directors Report of Exdon Trading Company Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors hereby present the 32nd Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but after some fixed cost company gain Net Profit of Rs. 894142/-.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. NILESHKUMAR KHATRI Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. PRAJYOT JAMBEKAR was appointed as an additional director of the Company w.e.f. 25.01.2014 and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to September 28, 2019. MR. ASHOK SHAH who was appointed directors of the Company whose period of office will be liable to retire by rotation and be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to September 28, 2019.

Mr. DHARMESH SHAH resigned from directorship of the company w.e.f. 25.01.2014. The Board considered and appreciated his work during the tenure of the office.

CHANGES IN CAPITAL STRUCTURE:

it Issued and Paid-up Share Capital

The Company in its Board Meeting held on 13.01.2014 converted and allotted 9550000 convertibles fully paid warrant in to equal number of equity shares of Rs.10/- each per share on preferential basis to other then promoters. Accordingly, after said allotment, the issued and paid-up share Capital of the Company stood at Rs.32,05,00,000 comprising of 3,20,50,000 equity share of Rs.10/-(Rupees Ten Only) each.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, EXDON TRADING COMPANY LIMITED

PLACE: MUMBAI DATE: 27.08.2014

(NILESHKUMAR KHATRI) CHAIRMAN

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Mar 31, 2013

The Directors hereby present the 31st Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but after some fixed cost company gain Net Profit of Rs. 58888/-.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. NILESHKUMAR HASMUKLAL KHATRI Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. DHARMESH PRAVINCHANDRA SHAH was appointed as an additional director of the Company w.e.f. 14.05.2013 and eligible for re-appointment as director of the Company at the forthcoming Annual General Meeting.

Mr. NAVNEET SINGH resigned from directorship of the company w.e.f. 14.05.2013. The Board considered and appreciated his work during the tenure of the office.

CHANGES IN CAPITAL STRUCTURE:

During the year under review, Company in Extra Ordinary General Meeting held on 6th February, 2013 has increased the Authorized Share Capital of the Company from Rs. 22.75 Crore to Rs. 32.75 Crore. Thus, at present the authorized share capital of the Company is Rs. 32,75,00,000 (Rupees Thirty Two Crores Seventy Five Lacs Only) divided into 3,27,50,000 (Three Crore Twenty Seven Lacs Fifty Thousand) Equity Shares of Rs.10/- (Rupee Ten Only) each.

ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

During the year under review, Company in Extra Ordinary General Meeting held on 6th February, 2013 to issue, offer and allot 10000000 (One Crore) Warrants on preferential basis convertible into 10000000 (One Crore) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each for an aggregate amount upto Rs. 10,00,00,000/- (Rupees Ten Crore only) at a price of Rs. 10/- (Rupees Ten Only) per Warrant to Non promoters as may be permitted under the applicable Rules and Regulations, in one or more tranches, and upon such terms and conditions as may be deemed appropriate by the Board.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

For, EXDON TRADING COMPANY LIMITED

PLACE: MUMBAI

DATE: 30.08.2013 (ASHOK HIRALAL SHAH)

CHAIRMAN

---

Mar 31, 2012

The Directors hereby present the Thirtieth Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 859429/-.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Navneet Singh Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Mahendra A. Solanki, Mr. Nileshkumar H. Khatri and Mr. Ashok H. Shah were appointed as an additional director of the Company w.e.f. 11.01.2012, 30.04.2012 and 15.06.2012 respectively and eligible for re- appointment as director of the Company at the forthcoming Annual General Meeting.

Mr. Rakesh Y. Bhatt and Mr. Ashok H. Shah resigned from directorship of the company w.e.f. 11.01.2012 and 30.04.2012 respectively. The Board considered and appreciated his work during the tenure of the office.

AUDITORS AND AUDITORS' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, EXDON TRADING COMPANY LIMITED

PLACE: MUMBAI

DATE: 03.08.2012

(NAVNEET SINGH) CHAIRMAN

---

Mar 31, 2011

To The Members Exdon Trading Company Ltd

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: (Rs In Lacs)

Financial Result 2010-2011 2009-2010

Profit/(Loss) before Tax (4,41,629) (501,002)

Less: SEBI penalty 1,200,000 0

Profit/(Loss) for the year after Taxation (1,641,629) (5,01,002)

Excess / (Short) Provision of Tax 0 0

Add : Balance B/f from the Previous Year 0 0

Transfer to reserve (1,641,629) (5,01,002)

OPERATIONS:

During the year under review, your Company has earned net loss of Rs.1, 641,629 as against the net loss Rs. 5,01,002 during the previous year. Your Directors strive hard and expect that your company will achieve significant growth in the coming years.

DIVIDEND:

Directors do not recommend any dividend on equity shares of the company.

Directors:

In accordance with the Companies Act, 1956 and Article of Association of the Company, Navneet Singh, director of the company, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

PUBLIC DEPOSITS:

Your company has not accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration in accordance with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules 1975 as amended.

LISTING AND TRADING APPROVAL OF TOAL 2,17,65,000 EQUITY SHARES:

The company has issued total 2,17,65,000 convertible warrants which were converted into equity shares and during the year company get the listing approval and trading approval for 1st preferential issue of 37,65,000 and 2nd Preferential issue of 1,80,00,000 equity shares of the Company during the year

DIRECTOR RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the companies Act 1956 your director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

LISTING AGREEMENT:

The securities of the company are listed with the Stock Exchange, Mumbai. The company has paid the annual listing fees.

APPOINTMENT OF AUDITORS:

M/s. Y. D. & Co.,, Chartered Accountants, Ludhiana, are proposed to be re-appoint as auditor of the company for the financial year 2011-2012. The auditors of the Company retire at the forthcoming Annual General Meeting. The board will fix the remuneration of newly appointed auditors of the company. The necessary certificate under section 224(1B) of the Companies Act, 1956 has been received from the auditor.

The Statutory Auditors of the Company have submitted auditor's report on the accounts of the Company for the accounting year ended 31st March, 2011 which is self-explanatory and needs no comments.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors, for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Directors Place: Mumbai

Date: 12.05. 2011 Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Eight Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

PARTICULARS 2009-2010 2008-2009

Profit/(Loss) Before Depreciation (2,62,317) 7,81,280

Less : Depreciation 2,38,685 3,97,808

Profit/(Loss) before Tax (5,01,002) 3,83,472

Less: Provision for Income Tax 0 0

Profit/(Loss) for the year after Taxation (5,01,002) 3,83,472

Excess/(Short) Provision of Tax 0 -8,551

Add : Balance B/f from the Previous Year 2,636,179 26,61,258

Balance Carried Forward 21,35,177 30,36,179

OPERATIONS:

During the year under review, your Company has earned net loss of Rs.5,01,002 as against the net profit earned Rs.3,83,472 during the previous year. Your Directors strive hard and expect that your company will achieve significant growth in the coming years.

DIVIDEND:

Directors do not recommend any dividend on equity shares of the company.

Directors

Your directors wish to place on record that Mr. Lalit Rathod, director of the company have resigned from directorship w.e.f 29th March, 2010. Your directors wish to record their deep appreciation for the services rendered by Mr. Lalit Rathod as directors of the company.

Your Board appointed Mr. Navneet Singh as additional director of the company with effect from 25th March, 2010. The hold office up to the date of the forthcoming Annual General Meeting. The Company has received Notices along with requisite fees from the members proposing the candidature of Mr. Navneet Singh as director of the company. Considering that company will benefit from their continuance as Director, his continuance is recommended.

In accordance with the Companies Act, 1956 and Article of Association of the Company, Mr. Rakesh Bhatt, director of the company , retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

PUBLIC DEPOSITS

Your company has not accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration in accordance with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules 1975 as amended.

DIRECTOR RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the companies Act 1956 your director confirms that in the preparation of the annual accounts:

1) The applicable accounting standards have been followed along with proper explanation relating to material departures.

2) Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of board of directors) Rules

1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchangeearnings and outgo are also Nil.

LISTINGAGREEMENT:

The securities of the company are listed with the Stock Exchange, Mumbai. The company has paid the annual listing fees.

APPOINTMENT OF AUDITORS:

M/s Arvind Thakkar, retiring auditor being eligible offer himself to be appointed as auditor of the company for the financial year 2010-2011 and holds office from the conclusion of this meeting until the conclusion of next Annual General Meeting. Members are requested to appoint them as auditor and fix his remuneration.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2010 which is self-explanatory and needs no comments.

PREFERENTIAL ISSUE OF CONVERTIBLE EQUITY WARRANTS

1. Preferential issue of 37.65.000 Convertible Eauitv Warrants

The Company, in order to meet its growth objective and to strengthen its financial position, may be required to generate long term resources by issuing securities. So the Board of Directors of the Company decided to Issue Convertible Equity Warrants on preferential Base under the provisions of Chapter XIII of the SEBI (Disclosure and Investor Protection Guidelines), 2000 (and all subsequent amendments thereof) and Section 81(1A) of the Companies Act,1956.

Approval of the members for this purpose was taken vide Extra Ordinary General Meeting dated 25th May,2009 and thereby the Company issued, offered and allotted 37,65,000 Convertible warrants to be converted into 37,65,000 equity shares of Rs.10/-each, within 18 months from their allotment date. The Company has received in-principal approval as on 21st August, 2009 and has allotted convertible warrants as on 27th ¦ August, 2009. The Company has received full amount toward the convertible warrants and after receiving the full amount, the board allotted 37,65,000 equity shares to the allottees on conversion of the said warrants as on 10th June,2010 .The Company has applied for listing and trading approval for the same.

2. Preferential issue of 1.80.00.000 Convertible Eauitv Warrants

In order to meet its growth objective and to strengthen its financial position, Board of Directors of the Company decided to Issue Convertible Equity Warrants on preferential Base under the provisions of Chapter VII of the SEBI(ICDR),Regulation 2009 (and all subsequent amendments thereof) and Section 81 (1 A) of the Companies Act,1956. Approval of the members for this purpose was taken vide Annual General Meeting dated 30th September,2009 and thereby the Company issued, offered and allotted 1,80,00,000 Convertible warrants to be converted into 1,80,00,000 equity shares of Rs.10/-each, within 18 months from their allotment date. The Company has received in-principal approval as on 3rd February,2010 and has allotted convertible warrants as on 16th February,2010 The Company has received full amount toward the convertible warrants and after receiving the full amount, the board allotted 1,80,00,000 equity shares to the allottees on conversion of the said warrants as on 10th June,2010. The Company has applied for listing and trading approval for the same.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors, for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Directors

Place: Mumbai Sd/-

Date: 19th July, 2010 Director