Notes to Accounts of Nurture Well Industries Ltd.

Mar 31, 2025

(d) Rights, preferences and restrictions attached to the equity shares:

The Company has only one class of equity shares having a par value of Rs 1/- per share. Each holder of equity shares is entitled to one vote per share. The holders of Equity Shares are entitled to receive dividends as declared from time to time. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. 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 by the shareholders.

(e) Sub-division/split of equity shares

During the year ended 31 March 2025, the Company on 18 September 2024 announced sub-division /split ( ''Record Date 01 October 2024'') of existing Equity Shares of the Company from 1 (One) Equity Share having face value of 10/- (Rupees Ten only) each fully paid-up, into such number of Equity Shares having face value of 1/- (Rupees One only) each fully paid-up.

(f) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

(i) During the year ended 31 March 2025 the Company had issued and allotted 95,78,951 ordinary shares of Rs 10/- each, as fully paid up Bonus Shares in the proportion of 1 (One) Bonus Share of Rs 10/- each for every 1 (one) existing ordinary share of Rs 10/- each. on the record date i.e. 16.04.2024.

For the period of five years of the date of the immediately preceding the reporting date, there was no share allotment made for consideration other than cash except as disclosed above. Further, there has been no buy back of shares during the period of five years immediately preceding the reporting date.

(g) Preferential Issue

(i) During the previous year i.e., FY 2023-24 , the Company had issued and allotted 24,43,000 share warrants, each convertible into one equity share of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 170 per warrant, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 25% of the issue price (i.e. Rs. 42.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs. 127.50 per warrant) was payable within 18 months from the date of allotment i.e. 19 September 2023, at the time of exercising the option to apply for fully paid-up equity share of Rs. 10 each of the Company, against each warrant held by the warrant holder

During the current year i.e., FY 2024-25, the Company upon receipt of balance 75% of the issue price (i.e., Rs. 127.50 per warrant) for 13,88,000 (previous year 1,00,000 warrants) warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder. As a result of such allotment, the paid-up equity share capital of the Company has increased by 13,88,000 equity shares of face value of Rs. 10 each. For the remaining 9,55,000 warrants, the respective allottees did not pay balance 75% money towards such such warrants. Accordingly, the amount received against such warrants amounting Rs. 4,05,87,500 i.e., 25% of the initial issue price has been forfeited and transferred to capital reserve.

(ii) During the previous year i.e., FY 2023-24, the Company had issued and allotted 20,50,000 share warrants, each convertible into one equity share of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 366 per warrant, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 25% of the issue price (i.e. Rs. 91.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs. 274.50 per warrant) was payable within 18 months from the date of allotment i.e.9 January 2024, at the time of exercising the option to apply for fully paid-up equity share of Rs. 10 each of the Company, against each warrant held by the warrant holder

During the year i.e., FY 2024-25, the Company upon receipt of balance 75% of the issue price (i.e., Rs. 274.50 per warrant) for 6,75,000 (previous year 13,75,000 warants) warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder. As a result of such allotment, the paid-up equity share capital of the Company has increased by 6,75,000 (previous year 13,75,000) equity shares of face value of Rs. 10 each.

(iii) For all the conversions made as above after April 16, 2024, Bonus Shares were also issued in the ratio of 1:1.

Note: 25 - Contingent Liability & Capital Commitments

a) Contingent Liability

Income Tax Matter amounting of Rs. 0.24 crores

b) Company do not have any Capital Commitments for the year under audit.

Note: 26 - Segment Reporting

In the context of reporting business / geographical segment as required by lnd AS 108 - "Operating Segments", the Company''s operations comprise of mainly one business segment -Trading of Food Products . Hence, there is no reportable segment as per Ind AS 108.

Revenue from major customers

The Company is reliant on revenues from transactions with single external customer and receive 10% or more of its revenues from transactions with single external customer. The total revenue from such customer is as below:

Note: 29 - Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, except with Axis Bank for Hyp. of Car.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

^(v) The Company have not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vi) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

^(vii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)

(viii) The borrowings obtained by the company form banks and financial institutions have been applied for the purposes for which such loans were taken.

(ix) The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(x) The Company has not revalued its Property, plant and equipment (including right-of-use assets) or intangible assets or both during the current and previous year.

(xi) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with Companies (Restriction of number of layers ) Rules 2017

Note: 30

There is no significant event after the reporting date that require disclosure in these financial statements.

Note: 31

The provision of Section 135 of the Companies Act 2013, is not applicable to the Company for the year as Profits of the company are below limits.

Note: 32

Trade Payables, Trade Receivables, Short Term Loans and Advances are subject to confirmation/reconciliation. Further, in the opinion of Board, any of the assets other than fixed assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

Note: 35 - Financial Risk Management

In the course of its business, the Company is exposed to market risk. This note presents the Company’s objectives, policies and processes for managing its financial risk.

(I) Market Risk

(a) Interest rate risk

Interest rate risk refers to risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market interest rates. There are no significant borrowings as at the balance sheet date

(b) Price risk

Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is not exposed to the price risk mainly from investment in equity instruments.

(c) Foreign currency risk

Foreign currency risk refers to risk that the fair value of future cash flows of an exposure may fluctuate due to change in the foreign exchange rates. The Company is exposed to foreign currency risk arising out of transactions in foreign currency. Foreign exchange risks are managed in accordance with Company’s established policy for foreign exchange management.

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Mar 31, 2024

(a) During the year ended 31 March 2024, the company acquired Nurture Well LLC , Sharjah, United Arab Emirates,registered with Sharjah Media City-Free Zone Authority (a Wholly Owned Subsidiary)) on 30th May, 2023. The said foreign subsidiary , have been transferred to M/s Nurture Well Foods Private Limited (a wholly owned subsidiary of the company) at cost and accordingly foreign subsidiary has become step-down subsidiary of the company .

(b) The Board of Directors of the Company on May 5, 2023 had approved acquisition of up to 50,000 equity shares of Nurture Well Foods Private Limited (a wholly owned subsidiary of the company) for a total purchase consideration of Rs. 0.05 crores at a price of INR 10 per equity share. Nurture Well Foods private Limited acquired a running plant of biscuit manufacturing during the year. Further the board of directors of the company approved the further acquisition of 12,500 equity shares for a total consideration of Rs. 74.95 crores during the year through conversion of loan on 26 march 2024.

(c) Other investments represents the loan granted to Nurturewell Foods Private Limited which is convertible into equity at the option of the Company.

(c) The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share. The holders of Equity Shares are entitled to receive dividends as declared from time to time. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. 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 by the shareholders.

(f) During the year, the Company has issued and allotted 33,22,441 equity shares, of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 170 per share, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 100% of the issue price (i.e. Rs. 170 per share) as share subscription money on date of allotment i.e. 19 September 2023. As a result of such allotment, the paid-up equity share capital of the Company has increased by 33,22,441 equity shares of face value of Rs. 10 each.

(g) During the year, the Company has issued and allotted 24,43,000 share warrants, each convertible into one equity share of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 170 per warrant, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 25% of the issue price (i.e. Rs. 42.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs. 127.50 per warrant) shall be payable within 18 months from the date of allotment i.e. 19 September 2023, at the time of exercising the option to apply for fully paid-up equity share of Rs. 10 each of the Company, against each warrant held by the warrant holder

Subsequently, the Company upon receipt of balance 75% of the issue price (i.e., Rs. 127.50 per warrant) for 1,00,000 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder. As a result of such allotment, the paid-up equity share capital of the Company has increased by 1,00,000 equity shares of face value of Rs. 10 each. For the remaining 23,43,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

(h) During the year, the Company has further issued and allotted 20,50,000 share warrants, each convertible into one equity share of Rs. 10 each, on Preferential allotment basis at an issue price of Rs. 366 per warrant, to the Promoter/ Non-promoter group of the Company and certain identified non-promoter persons / entity, upon receipt of 25% of the issue price (i.e. Rs. 91.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs. 274.50 per warrant) shall be payable within 18 months from the date of allotment i.e.9 January 2024, at the time of exercising the option to apply for fully paid-up equity share of Rs. 10 each of the Company, against each warrant held by the warrant holder

Subsequently, the Company upon receipt of balance 75% of the issue price (i.e., Rs. 274.50 per warrant) for 13,75,000 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder. As a result of such allotment, the paid-up equity share capital of the Company has increased by 13,75,000 equity shares of face value of Rs. 10 each. For the remaining 6,75,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

Note: 26 - Contingent Liability & Capital Commitments

a) Contingent Liability

Disputed amount of Rs. 19,32,805 regarding interest on income tax for assessment year of 1995-96 to 1997-98 under Income Tax Act,1961

b) Company do not have any Capital Commitments for the year under review.

Note: 27 - Segment Reporting

In the context of reporting business / geographical segment as required by lnd AS 108 - "Operating Segments", the Company''s operations comprise of mainly one business segment -Trading of Food Products . Hence, there is no reportable segment as per Ind AS 108.

Note : 28 Employee Benefits

As all employees on roll of the company are recruited only during the year and also the establishment cost is not material , the company does not see any material gratuity liability in immediate future. Accordingly the company has not carried out actuarial valuation at balance sheet date.

Employer Contribution to Provident Fund and ESI are charged to Profit and Loss account.

Note: 30 - Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vi) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)

(viii) The borrowings obtained by the company form banks and financial institutions have been applied for the purposes for which such loans were taken.

(ix) The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(x) The Company has not revalued its Property, plant and equipment (including right-of-use assets) or intangible assets or both during the current and previous year.

(xi) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with Companies (Restriction of number of layers ) Rules 2017

Note: 31

There is no significant event after the reporting date that require disclosure in these financial statements.

Note: 32

The provision of Section 135 of the Companies Act 2013, is not applicable to the Company for the year as Profits of the company are below limits.

Note: 33

Trade Payables, Trade Receivables, Short Term Loans and Advances are subject to confirmation/reconciliation. Further, in the opinion of Board, any of the assets other than fixed assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

Note: 34

Foreign Exchange earnings US$ 9,23,779 (Rs. 7.67 crores) , Foreign Exchange outgo during the year is US$ 9,19,648 (Rs. 7.64 crores). In previous year, Foreign Exchange were nil .

Note: 35 - Financial Risk Management

In the course of its business, the Company is exposed to market risk. This note presents the Company’s objectives, policies and processes for managing its financial risk.

(I) Market Risk

(a) Interest rate risk

Interest rate risk refers to risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market interest rates. There are no significant borrowings as at the balance sheet date

(b) Price risk

Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is not exposed to the price risk mainly from investment in equity instruments.

(c) Foreign currency risk

Foreign currency risk refers to risk that the fair value of future cash flows of an exposure may fluctuate due to change in the foreign exchange rates. The Company is exposed to foreign currency risk arising out of transactions in foreign currency. Foreign exchange risks are managed in accordance with Company''s established policy for foreign exchange management.

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Mar 31, 2014

1. Contingent Liability 31.03.2014 31.03.2014 Rs./Million Rs./Million

In respect of demand from various government authorities regarding following dues:

(a) Disputed custom & central excise duty 66.533 66.533 (refer other note no. 3)

(b) Income Tax interest demand for AY 1995-96 to1997-98 1.932 1.932 (refer other note no.4a)

(c) Income Tax Demand AY 1998-99 1.763 1.763 (refer other note no.4b)

(d) Amount Payable to HARTRON (Haryana State Electronic 8.423 8.423 Development Corp.) for buyback of equity shares in terms of Arbitral award. Simple Interest @ 9% p.a. to be paid in Addition w.e.f. 01.11.2000. (Refer other note no. 5)

(e) Bank Guarantee 0.450 0.450

2. Changes in Capital during the year 2008-09

As per rehabilitation scheme (SS-08) for revival of the company sanctioned by Board for Industrial Financial Reconstruction (BIFR), the company restructured its share capital in the year 2008-2009 as under:

a) Reduction in paid up equity share capital by 90% as result of which paid up value of one equity share was reduced from Rs 10 to Rs 1.

Further to above, 10 equity shares of Re. 1 each were consolidated to one equity share of Rs. 10 each, resulting in reduction of 10,318,100 equity shares to 1,031,810 equity shares.

b) Preferential issue to strategic investor and promoters of 3,111,600 equity shares and 638,100 equity shares respectively.

3. The company has applied for permission to exit from EOU scheme vide its letter dated 01 July 2010 in response of which it was directed by Development Commissioner, Noida Special Economic Zone vide letter no.1-7/92/100%EOU/5261 dated 15th July 2010 to obtain no dues certificate from Central Excise and Custom Department in respect of benefits taken for 100% EOU since inception of the company.

In response to above, Central Excise department has served a show cause notice no VIII (B) Cus/R/VIIIA/GGN/11/02/Pt. ii/15777 dated 11th February 2011 directing the company to deposit Rs. 66.533 million towards Custom & Central Excise Duty foregone on raw materials and capital goods. The said payment is disputed by the Company and has been shown a contingent liability.

4. (a) Income Tax dues for assessment year 1995-96 to 1997-98 are of Rs 3,932,005 as per the orders of ITAT/ Honorable Delhi High Court against which liability for Rs 2,000,000 has been accounted for as per BIFR rehabilitation Sanction Scheme dated 27th March, 2008 and for the remaining sum of Rs 1,932,005, which is on account of interest, waiver has been sought from CBDT. (b) Income tax demand of Rs. 1,762,756 for assessment year 1998-99 is under appeal before ITAT and has been shown a contingent liability as the company is hopeful for a favorable decision.

5. Haryana State Electronic Development Corporation (HARTRON) has invested Rs 4.400 million as per Assisted Sector Agreement dated 5th June,1991 by way of equity of Integrated Technologies Limited with the condition that the company will buy back this equity after expiry of 5 years from the date of commercial production or at the expiry of 7 years; whichever is earlier.

The Arbitrator had passed the Arbitral Award dated 25th April, 2003 in favour of HARTRON and determined payable amount Rs 8,423,135 with interest @12% p.a. w.e.f 1.11.2000. Award was challenge by the company in District Court which was dismissed. In the company''s further appeal (FAO 1197 of 2009) to Honorable High Court, Chandigarh, the payment to HARTRON was upheld but at a reduced interest rate of 9% p.a. w.e.f 1.11.2000.

The company''s special leave petition to Honorable Supreme Court against the above judgment dated 18.05.2011 of Honorable High Court, Chandigarh has been dismissed on 25.11.2011.

The company is hopeful of a favorable settlement of the issue of which the amount presently is not ascertainable and accordingly, it has been shown a contingent liability.

6. In the opinion of the management, there is no taxable profit for current year. Accordingly, no provision for income tax has been made.

7. No amount is payable to small scale industrial undertakings under MSMED Act, as per information available with the company.

8. In the opinion of the Management, The Payment of Gratuity Act, 1972 is not applicable to the company, since no employee has completed 5 years of uninterrupted service and therefore no provision for gratuity is made.

9. Certain debit/credit balances are subject to confirmation/reconciliation and consequential adjustment, if any required.

10. In the opinion of the management, current assets shall have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

11. Related Party Disclosure

In compliance of Accounting Standard 18 on "Related Party Disclosure" issued by the ICAI, the details pertaining to related party disclosure are as follows:

Following are the Related Parties as per AS-18

(A) Particulars of Subsidiaries/Holding/Associate Companies Bubble Softsolutions Private Limited

(B) Key Management Personnel

Name Designation

Mr. Rajeev Bali Managing Director

(C) Relative of Key Management Personal

Smt. Krishna Bali

(D) Enterprise over which any person described in (B) or (C) is able to exercise Significant influence.

Bubble Softsolutions Private Limited Director Mrs. Krishna Bali

ITL Systems and Networks Mr. Rajeev Bali (Proprietor)

12. Segment Reporting

The company is engaged in the business of manufacturing of Printed Circuit Boards (PCB''s). Accordingly, these financial statements are reflective of the information required by the Accounting Standard -17 for professional grade printed circuit boards segment.

13. Figures for the previous year have been regrouped / rearranged, wherever considered necessary.

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Mar 31, 2013

1. Contingent Liability

31.03.2013 31.03.2012 Rs/Million Rs /Million

In respect of demand from various government authorities regarding following dues:

(a) Disputed custom & central excise duty 66.533 66.533 (refer other note no. 3)

(b) Income Tax interest demand for AY 1995-96 to1997-98 1.932 1.932 (refer other note no.4a)

(c) Income Tax Demand AY 1998-99 (refer other note no.4b) 1.763 1.763

(d) Amount payable to HARTRON (Haryana

State Electronic Development Corp.) for 8.423 8.423 buyback of equity shares in terms of Arbitral award (refer other note no.5)

(e) Bank Guarantee 0.450 0.450

2. Changes in Capital during the year 2008-09

As per rehabilitation scheme (SS-08) for revival of the company sanctioned by Board For Industrial Financial Reconstruction (BIFR), the company restructured its share capital in the year 2008-2009 asunder:

a) Reduction in paid up equity share capital by 90% as result of which paid up value of one equity share was reduced from Rs 10 to Re. 1.

Further to above , 10 equity shares of Re 1 each were consolidated to one equity share of Rs 10 each, resulting in reduction of 1,03,18,100 equity shares to 10,31,810 equity shares.

b) Preferential issue to strategic investor and promoters of 31,11,600 equity shares and 6,38,100 equity shares respectively.

3. The company has applied for permission to exit from EOU scheme vide its letter dated 01 July 2010 in response of which it was directed by Development Commissioner, Noida Special Economic Zone vide letter no. 1-7/92/100%EOU/5261 dated 15th July 2010 to obtain no dues certificate from Central Excise and Custom Department in respect of benefits taken for 100% EOU since inception of the company.

In response to above, Central Excise department has served a show cause notice no VIII (B) Cus/R/VIIIA/GGN/11/02/Pt. ii/15777 dated 11th February 2011 directing the company to deposit Rs. 66.533 million towards custom & central excise duty foregone on raw materials and capital goods. The said payment is disputed by the Company and has been shown a contingent liability.

4. (a) Income Tax dues for assessment year 1995-96 to 1997-98 are of Rs 3,932,005 as per the orders of ITAT/Honorable Delhi High Court: against which liability for Rs 2,000,000 has been accounted for as per BIFR rehabilitation sanction scheme dated 27th March 2008 and for the remaining sum of Rs 1,932,005, which is on account of interest, waiver has been sought from CBDT.

b) Income tax demand of Rs. 1,762,756 for assessment year 1998-99 is under appeal before ITAT and has been shown a contingent liability as the company is hopeful for a favourable decision.

5. Haryana State Electronic Development Corporation (HARTRON) has invested Rs 4.400 million as per Assisted Sector Agreement dated 5th June 1991 by way of equity of Integrated Technologies Limited with the condition that the company will buy back this equity after expiry of 5 years from the date of commercial production or at the expiry of 7 years; whichever is earlier.

The Arbitrator had passed the Arbitral Award dated 25th April 2003 in favour of HARTRON and determined payable amount Rs 8,423,135 with interest @12% p.a. w.e.f 1.11.2000. Award was challenge by the company in district courts which was dismissed. In the company''s further appeal (FAO 1197 of 2009) to Honorable High Court, Chandigarh, the payment to HARTRON was upheld but at a reduced interest rate of 9% p.a. w.e.f 1.11.2000.

The company''s special leave petition to Honorable Supreme Court against the above judgment dated 18.05.2011 of Honorable High Court; Chandigarh has been dismissed on 25.11.2011. The company is hopeful of a favorable settlement of the issue of which the amount presently is not ascertainable and accordingly, it has been shown a contingent liability.

6. In the opinion of the management, there is no taxable profit for current year as the same would be set off against unabsorbed depreciation and losses of earlier years. Accordingly, no provision for income :ax has been made.

7. No amount is payable to small scale industrial undertakings under MSMED Act, as per information available with the company.

8. In the opinion of the Management, the Gratuity Act, 1972 is not applicable to the company, since no employee has completed 5 years of uninterrupted service and therefore no provision for gratuity is made.

9. Certain debit/credit balances are subject to confirmation/reconciliation and consequential adjustment, if any required.

10. In the opinion of the management, current assets shall have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

11. Related Party Disclosure

In compliance of Accounting Standard -18bn "Related Party Disclosure" issued by the ICAI, the details pertaining to related party disclosure are as follows:

Following are the Related Parties as per AS-18

(A) Particulars of Associate Companies / Strategic Investor Bubble Softsolutions Private Limited

(B) Key Management Personnel

Name Designation

Mr. Rajeev Bali Managing Director

(C) Relative of Key Management Personal

Smt Krishna Bali

(D) Enterprise over which any person described In (B) or (C) Is able to exercise significant influence.

Bubble Softsolutions Private Limited Director Mrs. Krishna Bali

ITL Systems and Networks Mr. Rajeev Bali (Proprietor)

Detail of Transactions

Related parties defined under Clause 3 of AS-18 "Related Party Disclosure" has been identified on the basis of representation made by managerial personnel and information available with the company.

12. Segment Reporting

The company is engaged in the business of manufacturing of Printed Circuit Boards (PCB''s). Accordingly, these financial statements are reflective of the information required by the Accounting Standard -17 for professional grade printed circuit boards segment.

13. Figures for the previous year have been regrouped / rearranged, wherever considered necessary.

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Mar 31, 2012

1. Changes in Capital during the year 2008-09

As per rehabilitation scheme (SS-08) for revival of the company sanctioned by Board For Industrial Financial Reconstruction (BIFR), the company restructured its share capital in the year 2008-2009 as under:

a) Reduction in paid up equity share capital by 90% as result of which paid up value of one equity share was reduced from Rs 10 to Re. 1.

Further to above , 10 equity shares of Re 1 each were consolidated to one equity share of Rs 10 each, resulting in reduction of 1,03,18,100 equity shares to 10,31,810 equity shares.

b) Preferential issue to strategic investor and promoters of 31,11,600 equity shares and 6,38,100 equity shares respectively.

2. The accumulated losses are more than 50 % of the Net Worth of the company. Further, the company has incurred cash loss during the year ended 31st March 2012 of Rs 2.83 lacs. The company has incurred cash loss of Rs 85.02 lacs in the immediately preceding financial year. in the view of the management reference to the same is presently not required as per provisions of Sick Industrial Companies Act(SICA).

3. The company has applied for permission to exit from EOU scheme vide its letter dated 01 July 2010 in response of which it was directed by Development Commissioner, Noida Special Economic Zone vide letter no.1-7/92/100%EOU/5261 dated 15th July 2010 to obtain no dues certificate from Central Excise and Custom Department in respect of benefits taken for 100% EOU since inception of the company.

In response to above, Central Excise department has served a show cause notice no VIII (B) Cus/R/VIIIA/GGN/11/02/Pt. ii/15777 dated 11th February 2011 directing the company to deposit Rs 665.33 lacs towards custom & central excise duty foregone on raw materials and capital goods. The said payment is disputed by the company and has been shown a contingent liability.

4. (a) Income Tax dues for assessment year 1995-96 to 1997-98 are of Rs 39,32,005 as per the orders of ITAT/Honourable Delhi High Court: against which liability for Rs 20,00,000 has been accounted for as per BIFR rehabilitation sanction scheme dated 27th March 2008 and for the remaining sum of Rs 19,32,005, which is on account of interest, waiver has been sought from CBDT.

(b) Income tax demand of Rs 17,62,756 for assessment year 1998-99 is under appeal before ITAT and has been shown a contingent liability as the company is hopeful for a favourable decision.

5. Haryana State Electronic Development Corporation (HARTRON) has invested Rs 44 lacs as per Assisted Sector Agreement dated 5th June 1991 by way of equity of Integrated Technologies Limited with the condition that the company will buy back this equity after expiry of 5 years from the date of commercial production or at the expiry of 7 years from the date of incorporation of the Company, whichever is earlier.

The Arbitrator had passed the Arbitral Award dated 25th April 2003 in favour of HARTRON and determined payable amount Rs 84,23,135 with interest @12% p.a. w.e.f 1.11.2000. Award was challenge by the company in district courts which was dismissed. In the company''s further appeal (FAO 1197 of 2009) to Honorable High Court, Chandigarh, the payment to HARTRON was upheld but at a reduced interest rate of 9% p.a. w.e.f 1.11.2000.

The company''s special leave petition to Honorable Supreme Court against the above judgment dated 18.05.2011 of Honorable High Court, Chandigarh has been dismissed on 25.11.2011. The company is hopeful of a favourable settlement of the issue of which the amount presently is not ascertainable and accordingly, it has been shown a contingent liability.

6. The company has entered during the year an agreement to sell its land and building and received an advance of Rs 4,50,00,000 from the prospective buyer. Pending execution of the conveyance deed and handing over the possession, the said advance is shown in note no. 5 of "other current liabilities".

7. No amount is payable to small scale industrial undertakings under MSMED Act, as per information available with the company.

8. In the opinion of management the Gratuity Act, 1972 is not applicable to the company, since noemployee has completed 5 years of uninterrupted service and therefore no provision for gratuity is made.

9. Addition to land of Rs 115,65,851 ( previous year Rs Nil) is on account of 50% internal & external development charges paid by the company to HSIDC . Remaining 50% are payable in four yearly installments with 15% p.a. simple interest and have been agreed to be borne by the buyer of land.

10. Certain debit/credit balances are subject to confirmation/reconciliation and consequential adjustment, if any required.

11. In the opinion of the management, current assets shall have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet.

12. Related Party Disclosure

In compliance of Accounting Standard –18 on "Related Party Disclosure" issued by the ICAI, the details pertaining to related party disclosure are as follows:

Following are the Related Parties as per AS-18

(A) Particulars of Associate Companies / Strategic Investor

Bubble Softsolutions Private Limited

(B) Key Management Personnel

Name Designation

Mr. Rajeev Bali Managing Director

(C) Relative of Key Management Personal

Smt Krishna Bali

(D) Enterprise over which any person described in (B) or (C) is able to exercise significant influence.

Bubble Softsolutions Private Limited Director Mrs. Krishna Bali

ITL Systems and Networks Mr. Rajeev Bali (Proprietor)

13. Segment Reporting

The company is engaged in the business of manufacturing of Printed Circuit Boards (PCB''s). Accordingly, these financial statements are reflective of the information required by the Accounting Standard -17 for professional grade printed circuit boards segment.

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Mar 31, 2011

1.Segment Reporting:

The company is engaged in the business of manufacturing of Printed Circuit Boards (PCB's). Accordingly, these financial statements are reflective of the information required by the Accounting Standard -17 for professional grade printed circuit boards segment.

2. Related Party Disclosure

In compliance of Accounting Standard -18 on "Related Party Disclosure" issued by the ICAI, the details pertaining to related party disclosure are as follows: Related parties defined under Clause 3 of AS-18 "Related Party Disclosure" have been identified on the basis of representation made by managerial personnel and information available with the company.

3. Deferred Tax Assets

Provision for Deferred Tax Assets as per Accounting Standard 22, issued by the Institute of Chartered Accountants of India has been recognized as Follows:

4. The Company could not work out the figures for creditors under MSMED Act, due to non availability of information from the creditors.

5. Contingent Liability

31.03.11 31.03.10

Rs/Lacs Rs/Lacs

In respect of demand from various government authorities regarding following dues:

(a) Show cause notice issued by

Excise department

For NFE (Net Foreign Earnings) 620.00 0.00

(b) Income Tax Demand AY 1998-99 17.63 17.63

(c) Amount payable to HARTRON(Haryana

State Electronic Development Corp.) for 84.23 0.00 buyback of equity shares in terms of Arbitral award.

6. The Company has been granted an extension of utilization period of advance DTA sale upto 22nd September 2010 vide letter no F-NO.1-7/92-100% EOU dated 22nd December 2009 by Noida Special Economic Zone Govt. of India, Ministry of Commerce and Industry Department of Commerce. The company has applied for permission to exit from EOU scheme vide letter dated 1st July 2010. The company has been directed by development commissioner Noida Special Economic Zone Vide letter no1-7/92/100%EOU/5261 dated 15th July 2010 to obtain no dues from Central Excise and Custom Department for all applicable benefits taken for 100%EOU since the inception of the company.

In response to above central excise department has served a show cause notice vide letter no VIII(B)CUST/R/VIIIA/GGN/1102/PT11 dated 11th February 2011directing the Company to deposit Rs 620 lacs. The Company has gone in appeal; the said amount is shown as contingent liability.

7. Haryana State Electronic Development Corporation (HARTRON) has invested Rs 44 lacs as per sector assisted agreement dated 5th June 1991 by way of equity of Integrated Technologies Limited with the condition that the Company will buyback those equity after the expiry of a period of 5 years from the date of commercial production by the company or at the expiry of a period of 7 years whichever is earlier.

The Arbitrator had passed the Arbitral Award dated 25th April 2003 in favour HARTRON. The Award was challenge by the Company which was dismissed. The Company made further appeals (FAO 1197 of 2009) in Honorable High Court Chandigarh for setting aside the impunged order dated 25th April 2003 passed by the arbitrator.

HARTRON vide letter no SO (Admin)II. 2011. 7713. Dated 5th August 2011 directed the company to pay Rs 84,23,135/- along with interest @ 9% p.a. from 1st November 2000 till the date of making the payment to HARTRON along with payment of Arbitrator cost of Rs 15,000/-. The Company has not challenged the award till date. The said amount has been shown Contingent liability in the accounts.

8. The income tax assessment for the year 1998-99 is pending before the High Court for regular demand of Rs 17.63 Laks. A penalty of Rs 17.96 has been imposed on the Company for which an appeal has been preferred to the Commissioner of Income Tax (Appeals), where the Company's appeal was upheld. The department has accordingly preferred an appeal to the High Court for the assessment year 2004-2005. In the view of the management no provision is required on these cases.

The demand for the assessment year 1998-1999 for Rs 17.63 laks has been shown as contingent liability.

9. Changes in Capital during the year 2008-09:

As per rehabilitation scheme (SS-08) for revival of the company sanctioned by Board For Industrial Financial Reconstruction (BIFR), the company restructured its share capital in the year 2008-2009 as under:

a) Reduction in paid up equity share capital by 90% as result of which paid up value of one equity share was reduced from Rs 10 to Re. 1.

Further to above 10 equity share of Re 1 each was consolidated to one equity share of Rs 10 each, resulting in 1,03,18,100 equity shares were reduced to 10,31,810 equity shares.

b) Preferential issue to strategic investor and promoters of 31,11,600 equity shares and 6,38,100 shares respectively.

10. In the opinion of management the Gratuity Act, 1972 is not applicable to the Company, since no employee of the Company has completed 5 years of uninterrupted period of service.

11. The accumulated losses are more than 50 % of the Net Worth of the company. Further, the Company has incurred cash loss during the year ended 31st March 2011 of Rs 85.05 lacs. The Company has incurred cash loss of Rs 82.91 lacs in the immediately preceding financial year. in the view of the management reference to the same is presently not required as per provisions of Sick Industrial Companies Act ( SICA).

12. Figures for the previous year have been regrouped / rearranged, wherever found necessary. Figures in bracket re-present the previous year figures.

13. Schedule 1 to 13 forms an integral part of the balance sheet and profit and loss account.

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Mar 31, 2010

1.Segment Reporting:

The company is engaged in the business of manufacturing of Printed Circuit Boards (PCBs). Accordingly, these financial statements are reflective of the information required by the Accounting Standard -17 for professional grade printed circuit boards segment.

2. Related Party Disclosure

In compliance of Accounting Standard –18 on "Related Party Disclosure" issued by the ICAI, the details pertaining to related party disclosure are as follows:

Following are the Related Parties as per AS-18

(A) Particulars of Subsidiaries/Associate Companies: Nil

(B) Key Management Personnel:

Name Designation

Mr. Rajeev Bali Managing Director

(C) Relative of Key Management Personal

Smt Krishna Bali Mother of Managing Director



(D) Enterprise over which any person described in (B) or (C) is able to exercise Significant influence.

Bubble Softsolutions Private Limited Director Mrs. Krishna Bali

ITL Systems and Networks Mr. Rajeev Bali (Proprietor)

WM Bali HUF Karta Mr Rajeev Bali

3. Deferred Tax Assets Provision for Deferred Tax Assets as per Accounting Standard 22, issued by the Institute of Chartered Accountants of India has been recognized as Follows: In respect of Assessment Year 2004-05, Carried Forward Business Loss and Unabsorbed Depreciation was not taken into consideration in earlier years as the matter was pending in Appeal before Honble ITAT. The Honble ITAT has set aside the said order and remanded the case to the Assessing Officer. Accordingly Carried Forward Business Loss of Rs 26,613,738/-and Unabsorbed Depreciation of Rs 21,894,640 /- has now taken into consideration for calculating Deferred Tax Assets/ Liabilities.

4. Figures for the previous year have been regrouped / rearranged, wherever found necessary. Figures in bracket re-present the previous year figures. 10. Schedule 1 to 12 forms an integral part of the balance sheet and profit and loss account