Notes to Accounts of Paul Merchants Ltd.

Mar 31, 2025

P. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent
Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor
disclosed in the financial statements.

Q. Classification of Current / Non Current Assets

All assets and liabilities are presented as Current or Non-current as per the Company''s normal operating cycle
and other criteria set out in Schedule III to The Companies Act, 2013. Based on the nature of products and the
time between the acquisition of assets for processing and their realization, the Company has assumed its
operating cycle as 12 months for the purpose of Current / Non current classification of assets and liabilities

R. Leases

The Company has complied with IND AS 116 "Leases" applicable from 1 April 2019, and considered all material
lease contracts existing on April 1, 2019. The Company has accounted for its short term leases and low value
assets in accordance with para 6 of the IND AS. The cancellable leases are considered as short term leases
therefore no right to use assets has been recognized as per exemption available under the IND AS 116.

^S- FINANCIAL INSTRUMENTS

(i) Recognition and measurement

A financial asset or a financial liability is recognised in the statement of financial position when, and only when,
the Company becomes a party to the contractual provisions of the instrument.

A financial asset or a financial liability is initially measured at fair value plus or minus, for an item not at fair
value through profit or loss, transaction costs that are directly attributable to its acquisition or issuance. A trade
receivable without a significant financing component is initially measured at the transaction price.

The remuneration of Sh. Rajneesh Bansal, Managing Director, was approved by the Shareholders of the Company by way of Special Resolution passed in the
Annual General Meeting held on 26.09.2024, wherein the Shareholders approved payment of the said remuneration irrespective of the profits and even in
the event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders further approved that the
remuneration of other Whole Time Directors of the Company shall remain unaffected despite the fact that the remuneration payable to them may exceed
the limits prescribed under Section 197 of the Companies Act, 2013.

The

remuneration of Sh. Ritesh Vaid, Whole Time Director, was approved by the Shareholders of the Company by way of Special Resolution passed in the Annual
General Meeting held on 26.09.2024, wherein the Shareholders approved payment of the said remuneration irrespective of the profits and even in the
event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders further approved that the remuneration
of other Whole Time Directors of the Company shall remain unaffected despite the fact that the remuneration payable to them may exceed the limits
prescribed under Section 197 of the Companies Act, 2013.

*The Company had received an adverse order dated 19.02.2019 from the Hon’ble CESTAT, Chandigarh in respect of an indirect tax demand amounting to
?3.28 crores.Subsequently, the Department filed an appeal before the Hon’ble High Court of Punjab and Haryana in STA-05/2013. However, vide
judgment dated 23.05.2024, the Hon’ble High Court, held that as per Section 35G of the Central Excise Act, 1944, no appeal lies before the High Court
against orders passed by the CESTAT in such matters, and the appropriate appellate forum is the Hon’ble Supreme Court of India. Accordingly, the appeal
was dismissed with liberty to the Department to approach the Hon’ble Supreme Court. As per the opinion obtained by the company from subject expert,
the legal action before Honble Supreme Court cannot be initiated by the department as per applicable CBEC circulars and neither any intimation of filing
appeal has been received by company till date of signing of the financials. Resultantly, contingent liability of Rs6.71cr has been derecognized as of 31st
March 2025.

**The Directorate of Enforcement, Chandigarh had imposed a penalty of Rs. 24,00,000/- (Rupees Twenty Four Lakh Only) on the Company for contravention
of the provisions of Section 10(5) of the Foreign Exchange Management Act (FEMA), 1999, read with Para 8 of Part B of RBI Master Direction No. 07/2015-16

dated 01.01.2016, in connection with certain overseas student remittance transactions processed by the Company in the year 2017 in the Chandigarh region.
The Company had filed an appeal against the said order before the Special Director (Appeals)-FEMA, New Delhi, which was rejected. Subsequently, the
Company filed a further appeal before the Hon''ble Appellate Tribunal for SAFEMA at New Delhi ("Tribunal"). On 03.04.2025, the Company received the order
issued by the Hon''ble Tribunal, wherein the Tribunal has set aside the penalty imposed by the Directorate of Enforcement. Consequently, the contingent
liability of the Company has decreased.

***The Directorate of Enforcement, Chandigarh issued a Show Cause Notice dated 28.02.2024 in respect of 1,138 overseas remittance transactions processed
by certain branches of the Company during the period from 06.09.2017 to 01.08.2018, alleging contravention of FEMA provisions.In response, separate
compounding applications were filed with the Reserve Bank of India (RBI) by the Company and its Principal Officer on 16.04.2024. Pursuant to this, RBI issued
a compounding order dated 17.01.2025 against the Principal Officer with a compounding amount of ^11.40 lakhs, which has been deposited.

Further, for the Company, RBI concluded that as an Authorised Person under FEMA, the matter falls under Section 11(3) and accordingly imposed a penalty of
^1,13.80 lakhs vide its order dated 23.01.2025. This amount was deposited by the Company on 24.01.2025.An application has been submitted to the

Directorate of Enforcement, Chandigarh requesting closure of the adjudication proceedings, as the matter stands concluded by RBI in respect of both the
Company and its Principal Officer. Accordingly, no contingent liability is considered necessary as on the reporting date.

a Balance under Sundry Debtors, Sundry Creditors, Loans & Advances and Other Receivable and Payables are subject to confirmation and reconciliation.

b The previous Year figures have been regrouped/re-classified/re-stated wherever necessary to conform with the current presentation.

c Notes form integral part of Accounts for the year ending 31 st March 2025

The company has availed finance facilities from banks and other financial institutions against security of current assets and the quarterly statements submitted to
bank in respect of the same are in agreement with the books of accounts. Further all banking facilities obtained by the company during the year have been utilised for
^d the specified purposes only. All charges in respect of the finance facilities have also been duly registered with the Registrar of Companies within specified time under
the Companies Act 2013.

The company confirms that title deeds of all immovable properties accounted in the financial statements are held in name of the company. No proceedings are
e pending against the Company for holding any Benami property under the Benami Property (Prohibition) Act ,1988 (45 of 1988)and the rules made thereunder.

f The company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

The company does not have any transaction with the Strike Off Companies in the Financial Year.

§

No registration or satisfaction of charges are pending to be filed with ROC.

h

There are no undisclosed income /transactions which has been surrendered during the year as per income tax act,1961

i

The company has not traded or invested in crypto currency or virtual currency during the financial year.

j

There is no scheme of Amalgamation/Merger is approved by Court/NCLT, as no such case for Amalgamation/Merger related to company is pending before any
^k Court/NCLT.

l Additional information pursuant to Schedule III Division II part I & II of the Companies Act. 2013 other than stated above is either NIL or Not Applicable.

PLACE: CHANDIGARH
Dated : 26.05.2025

AUDITOR''S REPORT:

As per our Separate Report of the Even Date

For & on Behalf of Board of Directors

SD/- SD/-

RITESH VAID RAJNEESH BANSAL

Whole Time Director Managing Director For RAJIV GOEL AND ASSOCIATES

DIN- 09433856 DIN-00077230 CHARTERED ACCOUNTANTS

H. No. 17/2,Sigma City-1 H. No. 749, (FRN - 011106N)

Lohgarh Road,Zirakpur Sec 8, Chandigarh

SD/-

SD/- SD/- CA. ROHIT GOEL

HARDAM SINGH SAKSHI Partner

Company Secretary Chief Financial Officer (M. No. 091756)

FCS-5046 FCA-419986 UDIN:25091756BMUKKJ9970

H. No. 2007, Sector-89C. H. No. 580, Sec-12,

Mohali-160055 Panchkula

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Mar 31, 2024

P. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

Q. Classification of Current / Non Current Assets

All assets and liabilities are presented as Current or Non-current as per the Company''s normal operating cycle and other criteria set out in Schedule III to The Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization, the Company has assumed its operating cycle as 12 months for the purpose of Current / Non current classification of assets and liabilities.

R. Leases

The Company has complied with IND AS 116 "Leases" applicable from 1 April 2019, and considered all material lease contracts existing on April 1, 2019. The Company has accounted for its short term leases and low value assets in accordance with para 6 of the IND AS. The cancellable leases are considered as short term leases therefore no right to use assets has been recognnized as per exemption available under the IND AS 116.

S. FINANCIAL INSTRUMENTS

(i) Recognition and measurement

A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Company becomes a party to the contractual provisions of the instrument.

A financial asset or a financial liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at the transaction price.

The Remuneration of Sh. Rajneesh Bansal, Managing Director had been approved by the Shareholders of the Company by way of Special Resolution passed in their Annual General Meeting held on 29.09.2020 and 29.09.2022, wherein the Shareholders had approved payment of the above remuneration irrespective of the Profits and even in the event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders had further approved that the remuneration of other Whole Time Directors of the Company shall remain unaffected in spite of the fact that the remuneration payable to them may exceed the limits prescribed in Section 197 of the Companies Act, 2013.

The Remuneration of Sh. Ritesh Vaid, Whole Time Director had been approved by the Shareholders of the Company by way of Special Resolution passed through Postal Ballot Process on 29.03.2022, wherein the Shareholders had approved payment of the above remuneration irrespective of the Profits and even in the event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders had further approved that the remuneration of other Whole Time Directors of the Company shall remain unaffected in spite of the fact that the remuneration payable to them may exceed the limits prescribed in Section 197 of the Companies Act, 2013.

*During the financial year ended 31^st March 2024, the Directorate of Enforcement,Chandigarh (ED) has issued a show cause notice u/s 13 of the Foreign Exchange Management Act (FEMA) 1999 to the company calling upon to explain as to why the adjudication proceedings should not be initiated against the Company and its Principal Officer for violations under Regulation 10(5) of FEMA and provisions of RBI Master Direction-Know Your Customer Directions, 2016 for failing to conduct thorough due diligence before undertaking transactions of overseas remittances on behalf of certain Indian tour operators during the period from 6 September 2017 to 1 August 2018. Upon receipt of the notice, the company has filed an application for compounding u/s 15 of FEMA, 1999 before the RBI and recognized a contingent liability equivalent to 0.5% of alleged contravention for possible payment of compounding fees based on the legal opinion sought by it.

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Mar 31, 2023

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at 31st March, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

The Remuneration of Sh. Rajneesh Bansal, Managing Director had been approved by the Shareholders of the Company by way of Special Resolution passed in their Annual General Meeting held on 29.09.2020 and 29.09.2022, wherein the Shareholders had approved payment of the above remuneration irrespective of the Profits and even in the event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders had further approved that the remuneration of other Whole Time Directors of the Company shall remain unaffected in spite of the fact that the remuneration payable to them may exceed the limits prescribed in Section 197 of the Companies Act, 2013.

The Remuneration of Sh. Dharam Pal Sharma, Whole Time Director had been approved by the Shareholders of the Company by way of Special Resolution passed in their Annual General Meeting held on 29.09.2020, wherein the Shareholders had approved payment of the above remuneration irrespective of the Profits and even in the event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders had further approved that the remuneration of other Whole Time Directors of the Company shall remain unaffected in spite of the fact that the remuneration payable to them may exceed the limits prescribed in Section 197 of the Companies Act, 2013.

The Remuneration of Sh. Ritesh Vaid, Whole Time Director had been approved by the Shareholders of the Company by way of Special Resolution passed through Postal Ballot Process on 29.03.2022, wherein the Shareholders had approved payment of the above remuneration irrespective of the Profits and even in the event of absence or inadequacy of profits in any financial year. Vide the said Special Resolution, the shareholders had further approved that the remuneration of other Whole Time Directors of the Company shall remain unaffected in spite of the fact that the remuneration payable to them may exceed the limits prescribed in Section 197 of the Companies Act, 2013.

During the Financial year ended March 31,2023, the Company has transferred its entire stake in Horizon Remit SDN. BHD., Malaysia, Joint Venture Company (“JV”) to M/s Al Jadeed Investment International SPC, Sultanate of Oman (“the buyer”).

As per the terms of the sale, the earlier shareholders of the JV including the company were to ensure that there was no outstanding debt on books of the JV on the date of transfer to the buyer. In accordance with such terms, company was obligated to contribute a total of USD 121200 towards its stake. As such, company had instructed the buyer to transfer company’s share of sale proceeds of USD 34380 (Rs. 25,56,497/-) directly to the creditors of the JV while balance USD 86820 was to be discharged separately by the company. The company had sought approval of the RBI for both such netting off to the extent of USD 34380 and outward remittance of balance USD 86820, however RBI had not acceded to Company''s request vide communication dated 01.09.2022. Regarding the netting off of USD 34380, the payment outside India for discharge of debt is covered within the definition of repatriation as per Foreign Exchange Management (Realisation, Repatriation & Surrender of Foreign Exchange) Regulations, 2015 and therefore the company shall again make application to seek approval of RBI.

Regarding balance USD 86820, the company has recognised an equivalent current liability of Rs. 71,80,014/- as of 31.03.2023 in Note 20.

Paul Innovations LLP - Paul Innovations LLP has been considered to be Joint Venture within the meaning of the IND AS till 07.09.2022 as the Company has withdrawn its entire stake in the said Joint Venture with effect from the said date.The Company was one of the partner in Paul Innovations LLP holidng 50% share in which other partner is Espranza Innovations Private Limited.

Please refer to Note 1 ,6 & 37 for details on Securities/Assets pledged and Corporate Guarantee given for Sanction of Limits in Paul Merchants Finance Private Limited from Kotak Mahindra Bank Limited,ICICI Bank Limited,State Bank of India, AU Small Finance Bank , IDBI, Tata Capital Ltd., Capital Small Finance Bank,Uttkarsh Small Finance Bank, Cholamandalam Investment & Finance Co, Bajaj Finance Limited and Indian Overseas Bank

Note 45. Other Notes

Balance under Sundry Debtors, Sundry Creditors, Loans & Advances and Other Receivable and Payables are subject to confirmation and reconciliation.

b The previous Year figures have been regrouped/re-classified/re-stated wherever necessary to conform with the current presentation. c Notes form integral part of Accounts for the year ending 31st March 2023

The company has availed finance facilities from banks and other financial institutions against security of current assets and the quarterly statements submitted to bank in respect of the same are in agreement with the books of accounts. Further all banking facilities obtained by the company during the year have been utilised for the specified purposes only. All charges in respect of the finance facilities have also been duly registered with the Registrar of Companies within specified time under the Companies Act 2013.

The company confirms that title deeds of all immovable properties accounted in the financial statements are held in name of the company. No e proceedings are pending against the Company for holding any Benami property under the Benami Property (Prohibition) Act ,1988 (45 of 1988)and the rules made thereunder.

f The company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

g The company does not have any transaction with the Strike Off Companies in the Financial Year.

h No registration or satisfaction of charges are pending to be filed with ROC.

. There are no undisclosed income /transactions which has been surrendered during the year as per income tax act,1961 . The company has not traded or invested in crypto currency or virtual currency during the financial year.

k There is no scheme of Amalgamation/Merger is approved by Court/NCLT, as no such case for Amalgamation/Merger related to company is pending before any Court/NCLT.

Additional information pursuant to Schedule III Division II part I & II of the Companies Act. 2013 other than stated above is either NIL or Not Applicable.

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Mar 31, 2018

The company has a Joint Venture (JV) with Weizmann Forex Ltd. having 19.424% (Previous Year 19.424%) stake in a Company in Malaysia. The stake was acquired by direct acquisition of shares of M/s Horizon Remit SDN BHD (formally M/s Prabhu Remit SDN BHD). The Other Details pursuant to Financial Reporting of Interests in Joint Ventures are as follows:

Note 1. Discontinued Operations

During the year,the Comapny sold its MTSS Business in India to You First Money Express Private Limited (YMEPL) on slump sale basis. The Closing date for the said transaction was 31.10.2017 . After that the Company was carrying on the said business as Pure Agent for and on behalf of YMEPL as per a Cooperation Agreement entered with them.

Note 2. Other Notes

a As per information available with the company, there are no outstanding dues owed to Small Scale undertakings as on 31.03.2018.

b Balance under Sundry Debtors, Sundry Creditors, Loans & Advances and Other Receivable and Payables are subject to confirmation and reconciliation. ^c Additional information pursuant to Schedule III part I & II of the Companies Act. 2013 other than stated above is either NIL or Not Applicable.

d The previous Year figures including EPS have been regrouped/re-classified/re-stated wherever necessary to conform with the current presentation and to make them IND AS compliant. e Notes 1 to 42 form integral part of Accounts for the year ending 31st March 2018.

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Mar 31, 2016

NOTES ON FINANCIAL STATEMENTS

The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.

Note 1: SHARE CAPITAL

A. Authorised, Issued, Subscribed & Paid up Share Capital and Par Value per Share

B. Reconciliation of Number of Shares Outstanding at the beginning and end of the year

C. Rights, Preferences and Restrictions attaching to various classes of Shares

D. Shares in the company held by each shareholder holding more than 5% shares

Terms of repayment and repayment schedule

Disclosure pursuant to Note No. L (iv) of Part I of Schedule III to the Companies Act, 2013

Loans and advances due by directors or other officers of the company or any of them either severally or jointly with any other person or amount due by firms or private companies respectively in which any director is a partner or a director or a member are stated below:

Advance Tax includes Rs. 8.88 Crores which has been deposited for the Assessment Years from 2008-09 to 2014-15 and the cases for the said Assessment Years are pending for settlement.

Disclosure pursuant to Note No. R (iv) of Part I of Schedule III to the Companies Act, 2013

Loans and advances due by directors or other officers of the company or any of them either severally or jointly with any other person or amount due by firms or private companies respectively in which any director is a partner or a director or a member are stated below:

OTHER NOTES

A: Disclosure pursuant to Note no. 6(V) of Part I of Schedule III to the Companies Act, 2013

Investment of utilized amounts collected on issue of securities for specific purposes where whole or part of the amount has not been used for that purpose

B: Disclosure pursuant to Note no. 6(W) of Part I of Schedule III to the Companies Act, 2013

In the opinion of the Board, all assets other than fixed assets and non current investments, have a realizable value in the ordinary course of business which is not less than the amount at which it is stated.

During the year the company paid an amount of Rs. 3,21,44,243.00 (Previous Yr Rs. 2,74,13,532.00) to Whole Time Directors as remuneration the details of which are given as below:

Computation of Net Profit in accordance with Section 198 of the Companies Act, 2013:

There are no transactions with related parties, which are not in ordinary course of business or not at arm’s length.

Note 2. Joint Venture Details

(As per Accounting Standard 27 issued by ICAI)

The company has a Joint Venture (JV) with Weizmann Forex Ltd. having 29.424% (Previous Year 29.389%) stake in a Company in Malaysia. The stake was acquired by direct acquisition of shares of M/s Horizon Remit SDN BHD (formally M/s Prabhu Remit SDN BHD). The Other Details pursuant to Accounting Standard (AS) 27 Financial Reporting of Interests in Joint Ventures are as follows:

Note 3. Other Notes

1. Traveling Expenses in Office & Administrative Expenses includes Rs. 33,51,893.76.00 (Previous Yr Rs. 54,76,202.00) towards foreign travel.

2. As per information available to the company there are no outstanding dues owed to Small Scale undertakings as on 31.03.2016.

3. Balance under Sundry Debtors, Sundry Creditors, Loans & Advances and Other Receivable and Payables are subject to confirmation and reconciliation.

4. Additional information pursuant to Schedule III part I & II of the Companies Act. 2013 other than stated above is either NIL or NOT APPLICABLE.

5. Notes 1 to 37 form integral part of Accounts for the year ending 31^st March 2016.

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Mar 31, 2015

1. Traveling Expenses in Office & Administrative Expenses includes Rs.54,76,202.00 (Previous Yr Rs. 20,69,238.66) towards foreign travel.

2. As per information available to the company there are no outstanding dues owed to Small Scale undertakings as on 31.03.2015.

3. Balance under Sundry Debtors, Sundry Creditors, Loans & Advances and Other Receivable and Payables are subject to confirmation and reconciliation.

4. Additional information pursuant to Schedule III part I & II of the Companies Act. 2013 other than stated above is either NIL or NOT APPLICABLE.

5. Notes 1 to 37 form integral part of Accounts for the year ending 31st March 2015.

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Mar 31, 2014

Note 1. Contingent Liability not provided for

Particulars As at As at 31 March 2014 31 March 2013 (Rs. Lakhs) (Rs. Lakhs)

Claims against company not acknowledged as Debt 145.51 142.64

Bank Guarantees 125 79.89

Service Tax Demand Notice pending Appeal with CESTAT (excl. Interest) 335.42 NIL

Corporate Guarantee in Respect of JV in Malaysia 1202 1090.00

Capital Commitments 54.35 98.82

TOTAL 1862.28 1312.53

2. Cash & Cash Equivalents in the cash flow statement comprise cash in hand and at bank.

3. Traveling Expenses in Office & Administrative Expenses includes Rs.20,69,238.66 (Previous Yr Rs. 21,97,580.00) towards foreign travel.

4. As per information available to the company there are no outstanding dues owed to Small Scale undertakings as on 31.03.2014.

5. Balance under Sundry Debtors, Sundry Creditors, Loans & Advances is subject to confirmation and reconciliation.

6. Additional information pursuant to Schedule VI part II of the Companies Act. 1956 is either NIL or NOT APPLICABLE.

7. In the opinion of the Statutory Auditors, there are adequate systems for concurrent audit and internal control commensurate with the size of the company and the nature of its business. The company is complying with AML/KYC/CFT Guidelines issued by Reserve Bank of India and is also maintaining all records/ registers as required to be maintained under various rules and regulations to the extent applicable on the company.

8. Notes 1 to 37 form integral part of Accounts for the year ending 31st March 2014.

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Mar 31, 2013

Note 1. Contingent Liability not provided for

Particulars As at 31 As at 31 March 2013 March 2012 (Rs. Lakhs) (Rs. Lakhs)

Claims against company not acknowledged as Debt 142.64 136.66

Bank Guarantees 79.89 79.89

Service Tax Demand Notice pending Appeal NIL 670.84 with CESTAT (excl. Interest)

Corporate Guarantee in Respect of JV in Malaysia 1090.00 900.00

TOTAL 1312.53 1786.55

2. Cash & Cash Equivalents in the cash flow statement comprise cash in hand and at bank.

3. Traveling Expenses in Office & Administrative Expenses includes Rs.21,97,580.00 (Previous Yr Rs. 25,00,958.00) towards foreign travel.

4. As per information available to the company there are no outstanding dues owed to Small Scale undertakings as on 31.03.2013.

5. Balance under Sundry Debtors, Sundry Creditors, Loans & Advances is subject to confirmation and reconciliation.

6. Additional information pursuant to Schedule VI part II of the Companies Act. 1956 is either NIL or NOT APPLICABLE.

7. In the opinion of the Statutory Auditors, there are adequate systems for concurrent audit and internal control commensurate with the size of the company and the nature of its business. The company is complying with AML/KYC/CFT Guidelines issued by Reserve Bank of India and is also maintaining all records/ registers as required to be maintained under various rules and regulations to the extent applicable on the company.

8. Notes 1 to 37 form integral part of Accounts for the year ending 31st March 2013.

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Mar 31, 2012

1 A: Disclosure pursuant to Note no. 6(V) of Part I of Schedule VI to the Companies Act, 1956 Investment of untilised amounts collected on issue of securities for specific purposes where whole or part of the amount has not been used for that purpose

Not Applicable

B: Disclosure pursuant to Note no. 6(W) of Part I of Schedule VI to the Companies Act, 1956

In the opinion of the Board, all assets other than fixed assets and non-current investments have a realisable value in the ordinary course of business which is not less than the amount at which it is stated.

Note 2. Contingent Liability not provided for

Particulars As at 31 March 2012 As at 31 March 2011 (Rs. Lakhs) (Rs. Lakhs)

Claims against company not acknowledged as Debt 136.66 145.10

Bank Guarantees 79.89 122.02

Service Tax Demand Notice pending Appeal with 670.84 670.84 CESTAT (excl. Interest)

Corporate Guarantee in Respect of JV in Malaysia 900.00 900.00

TOTAL 1786.55 1837.96

3. Cash & Cash Equivalents in the cash flow statement comprise cash in hand and at bank.

4. Traveling Expenses in Office & Administrative Expenses includes Rs 25,00,958.00 (Previous Yr Rs. 13,48,624.00) towards foreign travel.

5. As per information available to the company there are no outstanding dues owed to Small Scale undertakings as on 31.03.2012.

6. Balance under Sundry Debtors, Sundry Creditors, Loans & Advances are subject to confirmation and reconciliation.

7. Additional information pursuant to Schedule VI part II of the Companies Act. 1956 is either NIL or NOT APPLICABLE.

8. In the opinion of the Statutory Auditors, there are adequate systems for concurrent audit and internal control commensurate with the size of the company and the nature of its business. The company is complying with AML/KYC/CFT Guidelines issued by Reserve Bank of India and is also maintaining all records/ registers as required to be maintained under various rules and regulations to the extent applicable on the company.

9. Notes 1 to 36 form integral part of Accounts for the year ending 31st March 2012.

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Mar 31, 2011

1. SECURED LOANS

a. Cash Credit limit from HDFC Bank is secured against hypothecation of stock of Foreign Currency & Encashed Travelers cheques and Sundry Debtors besides personal guarantee of the Directors.

b. Term loan from ICICI bank is secured against the Mortgage of Land & buildings purchased and personal guarantees of Directors.

c. Car loans from HDFC Bank, Axis Bank, Kotak Mahindra Bank Ltd., and Magma Sharchi Finance Ltd. are secured against hypothecation of the respective cars.

2. Prior period Adjustments of Rs. 73,63,635.00 is on account of refund of managerial remuneration by CMD of the company which was paid in excess of the limits prescribed in Schedule XIII of Companies Act, 1956 in the previous financial year.

3. CONTINGENT LIABILITY not provided for

Current Year Previous Year (Rs. Lakhs) (Rs. Lakhs)

* Claims against company 145.10 134.59 not acknowledged as Debt

* Bank Guarantees 122.02 124.87

* Service Tax Demand 670.84 670.84 Notice pending Appeal with CESTAT (excl. Interest)

* Corporate Guarantee in 900.00 NA Respect of JV in Malaysia

4. Provision for Current Tax Includes Provision for Wealth Tax Rs. 59,484/-, Provision for Dividend Distribution Tax Rs. 1,70,738/- and Provision for Income Tax Rs. 7,18,29,262/-.

5. Cash and cash equivalents in the cash flow statement comprises cash at bank and in hand.

6. Traveling & Conveyance includes Rs 13,48,624.00 (Previous Yr Rs. 4,79,562.72) towards foreign travel.

7. In the opinion of Board of Directors, the Current Assets, loans & advances have a realizable value, at least equal to the amount at which they have been stated in the Balance Sheet.

8. As per information available to the company there are no outstanding dues owed to Small Scale undertakings as on 31.03.2011.

9. Balance under Sundry Debtors, Sundry Creditors, Loans & Advances are subject to confirmation and reconciliation.

10. During the year under audit, the Company has made a provision for Income Tax, & Wealth Tax to the tune of Rs.7,20,59,484.00 (Previous Yr. Rs. 5,03,55,864.00).

11. Previous year''s figures have been regrouped, rearranged and reclassified wherever necessary to confirm with the current year figures.

12. Additional information pursuant to Schedule VI part II of the Companies Act. 1956 is either NIL or NOT APPLICABLE.

13. In the opinion of the Statutory Auditors, there are adequate systems for concurrent audit and internal control commensurate with the size of the company and the nature of its business. The company is complying with AML/KYC/CFT Guidelines issued by Reserve Bank of India and is also maintaining all records/ registers as required to be maintained under various rules and regulations to the extent applicable on the company.

14. Schedule 1 to 16 form integral part of Accounts for the year ending 31st March 2011.