Notes to Accounts of Welterman International Ltd.

Mar 31, 2024

2.15 Provisions, Contingent Liabilities and Contingent Assets

a. Provisions

Provisions are recognised when the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a
provision is presented in the statement of profit and loss.

b. Contingent Liabilities

Contingent liabilities are disclosed for

i) Possible obligations which will be confirmed only by the future events not wholly
within the control of the company or

ii) Present obligations arising from past events where it is not probable that an outflow
of resources will be required to settle the obligation or a reliable estimate of the
amount of the obligation cannot be made.

c. Contingent Assets

Contingent Assets are not recognised in the financial statements. Contingent Assets if
any, are disclosed in the notes to the financial statements.

2.16 Taxes:

Tax expense is the aggregate amount included in the determination of profit or loss for the
period in respect of current tax and deferred tax.

Current tax:

Current tax is the amount of income taxes payable in respect of taxable profit for a
period. Taxable profit differs from ‘profit before tax'' as reported in the Statement of Profit
and Loss because of items of income or expense that are taxable or deductible in other
years and items that are never taxable or deductible under the Income Tax Act, 1961.

Current tax is measured using tax rates that have been enacted by the end of reporting
period for the amounts expected to be recovered from or paid to the taxation authorities.

Deferred tax:

Deferred tax is recognized on temporary differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profit under Income Tax Act, 1961.

Deferred tax liabilities are generally recognized for all taxable temporary differences.
However, in case of temporary differences that arise from initial recognition of assets or
liabilities in a transaction (other than business combination) that affect neither the taxable
profit nor the accounting profit, deferred tax liabilities are not recognized. Deferred tax
assets are generally recognized for all deductible temporary differences to the extent it is
probable that taxable profits will be available against which those deductible temporary
difference can be utilized. In case of temporary differences that arise from initial
recognition of assets or liabilities in a transaction (other than business combination) that
affect neither the taxable profit nor the accounting profit, deferred tax assets are not
recognized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting
period and reduced to the extent that it is no longer probable that sufficient taxable
profits will be available to allow the benefits of part or all of such deferred tax assets to be
utilized.

Deferred tax assets and liabilities are measured at the tax rates that have been enacted
or substantively enacted by the Balance Sheet date and are expected to apply to

taxable income in the years in which those temporary differences are expected to be
recovered or settled.

Minimum Alternate Tax (MAT)

Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the
tax laws in India, which is likely to give future economic benefits in the form of availability
of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax
asset in the balance sheet when the asset can be measured reliably, and it is probable
that the future economic benefit associated with asset will be realised.

Presentation of current and deferred tax:

Current and deferred tax are recognized as income or an expense in the Statement of
Profit and Loss, except when they relate to items that are recognized in Other
Comprehensive Income, in which case, the current and deferred tax income/ expense
are recognized in Other Comprehensive Income.

The Company offsets current tax assets and current tax liabilities, where it has a legally
enforceable right to set off the recognized amounts and where it intends either to settle
on a net basis, or to realize the asset and settle the liability simultaneously. In case of
deferred tax assets and deferred tax liabilities, the same are offset if the Company has a
legally enforceable right to set off corresponding current tax assets against current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same tax authority on the Company.

2.17 Employees benefits

Gratuity and Earned Privilege Leaves are the retirement benefits available to the employees
and the same have been determined on actuarial basis and have been provided in the Books
of Accounts.

2.18 Cash and Cash Equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash and cheques in
hand, bank balances, demand deposits with banks and other short term highly liquid investments
where the original maturity is three months or less.

2.19 Earnings per share

Basic earnings per equity share are computed by dividing the net profit attributable to the
equity holders of the company by the weighted average number of equity shares outstanding
during the period. For the purpose of calculating diluted earnings per share, the net profit or
loss for the period attributable to equity shareholders and the weighted average number of
shares outstanding during the period is adjusted for the effects of all dilutive potential equity
shares.

2.20 Exceptional items

When items of income and expense within statement of profit and loss from ordinary activities
are of such size, nature or incidence that their disclosure is relevant to explain the performance
of the enterprise for the period, the nature and amount of such material items are disclosed
separately as exceptional items

2.21 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided
to the Chief Operating Decision Maker (CODM) of the Company. The Chief Operating
Decision Maker (CODM) is responsible for allocating resources and assessing performance of
the operating segments of the Company.

2.22 Leases

The Company as a lessee

The Company assesses whether a contract contains a lease, at inception of a contract. A
contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, the Company assesses
whether:

(i) The contract involves the use of an identified asset

(ii) The Company has substantially all of the economic benefits from use of the asset
through the period of the lease and

(iii) The Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset
("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee,
except for leases with a term of twelve months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Company recognizes the lease payments as
an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the
end of the lease term. ROU assets and lease liabilities includes these options when it is
reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or prior to the commencement
date of the lease plus any initial direct costs less any lease incentives. They are subsequently
measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis
over the shorter of the lease term and useful life of the underlying asset. Right-of-use assets are
evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the asset does not generate cash flows that
are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease
payments. The lease payments are discounted using the interest rate implicit in the lease or, if
not readily determinable, using the incremental borrowing rates in the country of domicile of
these leases. Lease liabilities are re-measured with a corresponding adjustment to the related
right-of-use asset if the Company changes its assessment if whether it will exercise an
extension or a termination option.

Lease liability and ROU asset have been separately presented in the balance sheet and lease
payments have been classified as financing cash flows.

Transition

Effective 1st April, 2019, the Company adopted Ind AS 116 "Leases" and applied the
standard to all lease contracts existing on 1st April, 2019. Accordingly, the Company''s lease
contracts of the Company are for lease tenure below 12 months and the Company has
accordingly applied the exemption not to recognize right-of-use assets for such leases.

The Company as a lessor

Lease income from operating leases where the Company is a lessor is recognised in income
on a straight-line basis over the lease term. The respective leased assets are included in the
balance sheet based on their nature.

Arrangements in the nature of lease

The Company enters into agreements, comprising a transaction or series of related
transactions that does not take the legal form of a lease but conveys the right to use the asset
in return for a payment or series of payments. In case of such arrangements, the Company
applies the requirements of Ind AS 116 - Leases to the lease element of the arrangement. For
the purpose of applying the requirements under Ind AS 116 - Leases, payments and other
consideration required by the arrangement are separated at the inception of the
arrangement into those for lease and those for other elements.

NOTE 30(B) : CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves
attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is
to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize
shareholder value.

As at 31st March, 2024, the Company has only one class of equity shares and has low debt. Consequent to such capital
structure, there are no externally imposed capital requirements.

NOTE 30(C) FINANCIAL RISK MANAGEMENT - OBJECTIVES AND POLICIES

The Company''s activities expose it to a variety of financial risks: Market risk, credit risk, liquidity risk. The Company has a risk
management policy which covers risks associated with the financial assets and liabilities. The risk managemet policy is
approved by the Board of Directors. The focus of the policy is to assess the upredictability of the financial environment and
to mitigate potential adverse effects on the financial performace of the company.

1. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. Since the Company has insignificant interest bearing borrowings, the exposure to risk of changes in
market interest rates is minimal. The Company has not used any interest rate derivatives.

b. Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the
Company is exposed to foreign exchange risk through its sales and services in overseas markets and purchases from
overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by
purchasing of goods, commodities and services in the respective currencies.

Particulars of unhedged foreign currency exposures as at the reporting date are given as part of Note 25.

The below table demonstrates the sensitivity to a 5% increase or decrease in the Foreign Currency against INR, with all
other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the
reporting date. 5% represents management''s assessment of reasonably possible change in foreign exchange rate.

2. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company''s receivables from customers and investment securities.
Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including
outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit
quality of the counterparties, taking into account their financial position, past experience and other factors.

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer operates, also
has an influence on credit risk assessment. The Company''s exposure are continuously monitored.

3. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due.

The Company consistently generates sufficient cash flow from operations to meet its financial obligations as and when they
fall due.

The tables below provides detail regarding the contractual maturities of signifiacant financial liabilities as at 31st March,
2024 and 31st March, 2023:

Note 32. Other Statutory Dislosures

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

2 The Company has not advanced any loans or advances in the nature of loans to specified persons viz. promoters, directors, KMPs,
related parties; which are repayable on demand or where the agreement does not specify any terms or period of repayment.

3 The Company has utilised funds raised from issue of securities or borrowings from banks and financial institutions for the specific
purposes for which they were issued/taken.

4 The Company has not any obtained borrowings from banks or financial institutions on the basis of security of current assets.

5 The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter
at any time during the financial year or after the end of reporting period but before the date when financial statements are
approved.

6 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(I ntermediaries) with the understanding that the I ntermediary 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.

7 The Company has not received any fund from any person(s) or entity(ies), 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 entities identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiarie

8 The Company does not have any transactions with struck-off companies.

9 The Company does not have any transaction which is not recorded in the books of accounts but 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).

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

11 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with
Companies (Restriction on number of Layers) Rules, 2017.

NOTE 33: Previous year''s figures have been regrouped /reclassified wherever necessary._

As per our report of even date atached For and on behalf of the Board of Directors

PARIKH SHAH CHOTALIA & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Registration No: 118493W

MOHAMMED MANSUR H DHANANI HUMA MADANI

DIRECTOR & CEO DIRECTOR

CA Vijay M. Pari kh DIN : 08814878 DIN : 07964833

Partner

Membership No. 031773
UDIN:

NARENDRA M. PATEL RUCHA A PATHAK

CHIEF FINANCIAL OFFICER COMPANY SECRETARY

Date: 29th May, 2024 Date: 29th May, 2024

Place: Vadodara Place: Vadodara

---

Mar 31, 2014

1. BACKGROUND

Wetterman International Limited (the Company) Is a public limited company domiciled in India and was incorporated dated 13.OS.1992 under the provisions of the Companies Act, 1956 having registered office at Plot No. 1135, At Post Lamdapura, Lamdapura Road. Savll, Vadodara. Its shrams are listed on the Bombay Sock Exchange. The Company is engaged In business of trading of Shoe Leather

2. The manufacturing unit at Landapurauearhjis been closed since May, 20M and hence the purchase productionthrtytn cspaut of the manufacturingunit is no more (hare. However Company now me line of business at Chennai.

3. In the opinion of the Board the Current Assets. Loans and Advances are approximately of the value stated, if realised in the ordinary course of business Froviswi for air known liabilities is adequate and net in excess of the amount reasonably necessary. No provision for income tax ha* h sen made m view of heavy brought forward business losses and depreciation both as im the Income Tax Act and also as per the books of account,

4. Debit and Credit balances in party accounis are subject In confirmation and nsconcaliu bon. In absence of taxable income, prawsipn for Income Tax has not been matte,

5. The Company has yet to comply provisions of S-action 383-A of the Companies Act 19515 In respect of appaintmenl of Company Secretary and provisions of Section 205-A of the Companies Acf. 1956 In respect of payment of Dividend for the year 1905-96. However a Practicing Company Secretary has been appointed as a natolr .sr 2ft Under the Micro, Small and Medium Enterprises DevelopmenlAct, 20U6 which came into force on October, 2006, certain disclosures aro required to be made relating to Micro. Small and Medium Enterprises. Since the relevant Information's notreadisy available, disefosur e could not be made.

6. Related Party Disclosure as per Accounting Standard 18.

Related Party and Its relationship

A Directors S Key Management Personnel 1. Kcyum R- Dhanami

B. Related Parties 1. Sara Soule Pvt Ltd

2. Aashita Leather Pvt Ltd

3. Sayaji Hotels Ltd

---

Mar 31, 2013

NOTE ''1''. BANKGROUND

Welterman International Limited (the Company) is a public limited company domiciled in India and was incorporated dated 13.05.1992 under the provisions of the Companies Act, 1956 having registered office at Plot No. 1135, At Post Manjusar, Lamdapura Road, Savli, Vadodara. Its shares are listed on the Bombay Stock Exchange. The Company is engaged in business of trading of Shoe Leather.

2 The manufacturing unit at Lamdapura - Manjusar has been closed since May, 2009 and hence the purchase - production - sales activity in respect of the manufacturing unit is no more there. However Company now, has been engaged into trading activity in the same line of business at Chennai.

3 In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business. Provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

4 Debit and Credit balances in party accounts are subject to confirmation and reconciliation. In absence of taxable income, provision for Income Tax has not been made.

5 The Company has yet to comply provisions of Section 383-A of the Companies Act 1956 in respect of appointment of Company Secretary and provisions of Section 205-A of the Companies Act, 1956 in respect of payment of Dividend for the year 1995-96. However a Practicing Company Secretary has been appointed as a retainer.

6 Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force on October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. Since the relevant information is not readily available, no disclosures have been made in the Books of Accounts.

---

Mar 31, 2012

1. Interest and other borrowing costs attributable to qualifying assets are capitalized. Other interest and borrowing cost are charged to revenue.

2. During the Year under report, the Company has written off Rs.3,60,080 , being the remaining portion of the amount paid to the workmen who opted retirement in previous years under Voluntary Retirement Scheme.

3. The manufacturing unit at Lamdapura - Manjusar has been closed since May, 2009 and hence the purchase - production - sales activity in respect of the manufacturing unit is no more there. However Company now, has been engaged into trading activity in the same line of business at Chennai.

4. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business. Provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

5. Debit and Credit balances in party accounts are subject to confirmation and reconciliation. In absence of taxable income, provision for Income Tax has not been made.

6. The Company has yet to comply provisions of Section 383-A of the Companies Act 1956 in respect of appointment of Company Secretary and provisions of Section 205-A of the Companies Act, 1956 in respect of payment of Dividend for the year 1995-96. However a Practicing Company Secretary has been appointed as a retainer.

7. Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force on October, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. Since the relevant information is not readily available, no disclosures have been made in the Books of Accounts.

8. Accounting for Taxes on Income and Deferred Tax Asset AS - 22

The Company has not been liable to pay any Income-tax for the year as the Company has been in loss. Further the Company has huge Unabsorbed Business Losses and Unabsorbed Depreciation under the Income tax Act and hence its Deferred Tax Assets are much in excess of Deferred Tax Liabilities. Company has not recognized differed tax asset till last year in absence of virtual certainty of continual future profits. But, though in the current year, there has been business loss, the expectation of business profit has been certain and hence Deferred Tax Asset has been recognized as under.

9. Figures for the previous year have been regrouped, rearranged and recast wherever necessary so as to make them comparable with those of the current year.

---

Mar 31, 2009

1. During the year Company paid Rs. 18,00,018/- towards the Voluntary Retirement Scheme to the workmen who opted retirement. U/s 35DDA of the Income Tax Act, 1961, 175th of such amount becomes allowable in each year from the year in which such payments have been made. Accordingly, for the year under review, an amount of Rs. 3,60,004 has been debited under revenue for the year under report and similarly Rs.1,36,001 have been debited for the Previous Year.

2. Due to persistent unviability of the production unit, the Directors decided to close down the entire plant in May,2009 and hence the purchase - production - sales activity is closed.

3. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business. Provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

4. Debit and Credit balances in party accounts are subject to confirmation and reconciliation. In absence of taxable income, provision for Income Tax has not been made.

5. No interest has been paid/ provided on unsecured loans obtained from the Promoters and Associate Companies as per the conditions imposed by financial institutions.

6. The Company has yet to comply provisions of Section 383-A of the Companies Act 1956 in respect of appointment of Company Secretary and provisions of Section 205-A of the Companies Act, 1956 in respect of payment of Dividend for the year 1995-96. However a Practicing Company Secretary has been appointed as a retainer.

7. In the absence of sufficient information, disclosure of particulars regarding unpaid amounts exceeding for 30 days to Small Scale Industrial Undertakings as defined under the Industries ( Development and Regulation ) Act, 1951 could not be made.

8. Interest on the Term Loan obtained from the Gujarat State Finance Corporation has not been provided for by the Company during the year just like in the previous years as the lender has treated Advance to the Company as Non-performing asset and has not intimated the Company for the charges of the interest. The Company being a sick industrial undertaking, it has been felt that such interest in all likelihood will be waived. However company is under the process of repaying the same on One Time Settlement basis.

9. Sara Soule Private Limited repaidthe Companys Secured loan of industrial Financial Corporation of India (IFCI) amounting to Rs. 9.21 Crores (Including Principal Rs. 5.02 Crores and Penal Interest of Rs. 0.33 Crore) at hte behest of the Company. Sara Soule Pvt. Ltd. paid to IFCI Rs. 324.76 Lacs afresh during the year whereas the balance Rs. 596.96 Lacs has been paid by rhe company form the unsecured deposit of Sara Soule pvt. Ltd. lying with the Company. The process of handing over the documents of title of property of hte Company from IFCI to Sara Soule Pvt. Ltd. and creation of change in its favour with the Registrar of Companies has been in progress, meanwhile interim legal document for creation of the charge in favour of Sara Soule has been executed.

10. Accounting for Taxes on Income AS - 22

The Company has not been liable to pay any Income-tax for the year as the Company has been in loss. Further the Company has huge Unabsorbed Business Losses and Unabsorbed Depreciation under the Income tax Act and hence its Deferred Tax Assets are much in excess of Deferred Tax Liabilities. Net differed tax asset has not been recognised by the way of prudence in accordance with Accounting Standard - AS 22 relating to "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, in absence of virtual certainty of future profits.

11. Figures for the previous year have been regrouped, rearranged and recast wherever necessary so as to make them comparable with those of the current year.