Notes to Accounts of Valuemart Retail Solutions Ltd.

Mar 31, 2013

1. Corporate Information

The Company, Valuemart Retail Solutions Limited was incorporated on October 16, 1985 as a housing finance company with the name Residency Housing Finance Limited. The Company went public in 1986 and got listed on the BSE and BgSE. The change in regulations for Housing Finance Companies resulted in a change in focus from Housing Finance to real estate and infrastructure development, consequent to which, the name of the Company was changed to Residency Projects and Infratech Limited.

The new management decided to focus on Retail Solutions offering B2C solutions, RFID solutions, Smartcards and web based solutions for retail and financial service sectors. The Company changed its name to Valuemart Retail Solutions Limited to reflect the new business activity. The Company has allotted 16 Lakhs Equity Shares of Rs. 10/- each at a premium of Rs. 38/- per share to Strategic Investors on February 8, 2013.

2. Efforts are being made to obtain confirmation of balance in respect of loans and advances and the same are subject to reconciliation, if any. However, in the opinion of the Management, the balances are realisable in full in the normal course of business.

3. Expenditure incurred on employees who were in receipt of remuneration not less than Rs.24,00,000.00/- per annum or Rs. 2,00,000.00/- per month, when employed for part of the year.

4. Since the Company was engaged in finance activity which is not amenable to quantification, information pursuant to the provisions of paragraph 3, 4C and 4D of Part - II of Schedule VI to the Company''s Act, 1956 is not given.

5. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2012

1 Corporate Information

The Company, Valuemart Retail Solutions Limited (formerly Residency Projects and Infratech Limited) was incorporated on 16th October, 1985 as a housing finance company with the name Residency Housing Finance Limited. The Company went public in 1986 and got listed on the BSE and BgSE. The change in regulations for Housing Finance Companies resulted in a change in focus from Housing Finance to real estate and infrastructure development. The new promoters, on acquisition of a 71.81% stake in the Company, have decided to focus on Retail Solutions offering B2C solutions, RFID solutions, Smartcards and web based solutions for retail and financial service sectors. The Company changed its name to Valuemart Retail Solutions on 22nd July, 2011 to reflect the new business activity.

(i) The Company has only one class of equity shares having a face value of Re 10/- per share. Each holder of the equity shares is entitled to one vote per share.

2) Efforts are being made to obtain confirmation of balance in respect of loans and advances and the same are subject to reconciliation, if any.

3) Expenditure incurred on employees who were in receipt of remuneration not less than Rs. 24,00,000.00 per annum or Rs. 2,00,000.00 per month, when employed for part of the year.

4) Provision for Taxation has been made after taking into consideration depreciation allowable under the Income-Tax Act, 1961 and other disallowances to be made thereunder.

5) Since the Company was engaged in finance activity which is not amenable to quantification, information pursuant to the provisions of paragraph 3, 4C and 4D of Part - II of Schedule VI to the Company''s Act, 1956 is not given.

6) The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2011

(i) Efforts are being made to obtain confirmation of balance in respect of loans and advances and the same are subject to reconciliation, if any.

(ii) The calls in arrears in respect of shares allotted have been received during the year.

(iii) Expenditure incurred on employees who were in receipt of remuneration not less than Rs. 24,00,000.00 per annum or Rs. 2,00,000.00 per month, when employed for part of the year.

(iv) The Companys investment of Rs. 26,00,000.00 in 2,60,000 Equity Shares of Rs.10.00 each of Messrs RHFL Developers Limited, Bangalore stand withdrawn and was realised in full.

(v) Provision for Taxation has been made after taking into consideration depreciation allowable under the Income-Tax Act, 1961 and other disallowances to be made thereunder.

(vi) Since the Company was engaged in finance activity which is not amenable to quantification, information pursuant to the provisions of paragraph 3, 4C and 4D of Part – II of Schedule VI to the Companys Act, 1956 is not given.

(vii) Previous Years figures have been re-grouped/re-arranged wherever necessary.

(viii) Figures have been rounded off to the nearest rupee.

---

Mar 31, 2010

(i) Efforts are being made to obtain confirmation of balance in respect of loans and advances and the same are subject to reconciliation, if any.

(ii) The calls in arrears in respect of shares allotted have been taKen as certified by the Board of Directors.

(ili) Expenditure incurred on employees who were in receipt of remuneration not less than Rs. 24,00,000.00 per annum or Rs. 2,00,000.00 per month, when employed for part of the year.

(iv) As the Managing Director of the Company has voluntarily waived his remuneration for the year ended 31.3.2010, no provision is made towards the same.

(v) The Company has obtained approval of the Central Government under Section 372(4) of the Companies Act, 1956 for investment of Rs. 26,00,000.00 in 2,60,000 Equity Shares of Rs.10.00 each of Messrs RHFL Developers Limited, Bangalore.

(vi) Provision forTaxation has been made after taking into consideration the depreciation allowable under the Income-Tax Act, 1961 and other disallowances to be made thereunder.

(vii) Since the Company is engaged in finance activity which is not amenable to quantification, information pursuant to the provisions of paragraph 3, 4C and 4D of Part - of Schedule VI to the Companys Act, 1956 is not given.

(viii) Previous Years figures have been re-grouped/re-arranged wherever necessary.

(ix) Figures have been rounded off to the nearest rupee.