Particulars Schedule As on As on No

KRM INTERNATIONAL LTD KRM INTERNATIONAL LTD BALANCE SHEET AS AT 31.03.2011 FINANCIAL YEAR 2010-11 Particulars Schedule As on As on No 31.03.2011 31.12.2009 SOURCES OF FUND Share Capital 1 35,135,500.00 35,135,500.00 Reserve & Surplus 2 397,380,614.53 397,380,614.53 Share Application Money 76,490.00 76,490.00 432,592,604.53 432,592,604.53 LOAN FUNDS: Secured Loan 3 7,866,905.70 7,866,905.70 Unsecured Loans 869,291.59 946,284.28 8,736,197.29 8,813,189.98 TOTAL 441,328,801.82 441,405,794.51 APPLICATION OF FUNDS; FIXED ASSETS 4 Gross Block 1,330,537.00 1,330,537.00 Less - Depreciation 967,875.00 851,900.04 362,662.00 478,636.96 INVESTMENTS; 5 1,113,505.00 1,113,505.00 CURRENT ASSETS; Sundry Debtors 6 453,279.00 453,279.00 Cash & Bank Balance 7 511,776.05 2,746,423.85 Loans & Advances 8 6,562,228.19 8,668,711.19 (A) 7,527,283.24 11,868,414.04 CURRENT LIABILITIES & PROVISIONS Current Liabilities 9 12,752,961.55 16,836,326.05 Provisions 10 815,897.00 814,938.00 (B) 13,568,858.55 17,651,264.05 Net Current Assets (A-B) 6,041,575.31 5,782,850.01 Profit & Loss Account 445,894,210.13 445,596,502.56 TOTAL 441,328,801.82 441,405,794.51 SIGNIFICNT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS 15 Schedule 1 to 10 and 15 referred to above, form an integral part of the Balance Sheet This is the Balance Sheet referred in our report of even date for SHARMA & PAGARIA For & on Behalf of the Board of Directors Chartered Accountants PAWAN PAGARIA SHASHI MODI NITIN MODI PARTNER MANAGING DIRECTOR DIRECTOR M.No.201781

Date: 20-08-2011 Place: Bangalore KRM INTERNATIONAL LTD PROFIT & LOSS ACCOUNT FOR THE PERIOD 01.01.10 TO 31.03.2011. Particulars Schedule As on 31.03.2011 As on 31.12.2010 INCOME Sales & Other Income 11 448,956.50 172,833.36 448,956.50 172,833.36 EXPENDITURES Mfg.& Procuments Expenses 12 166,920.00 201,894.00 Selling Admn & Other Expenses 13 434,637.80 430,364.89 Financial Charges 14 26,801.31 21,309.26 Depreciation 4 115,974.96 145,027.50 744,334.07 798,595.65 Net Profit/Loss Before Tax 295,377.57 625,762.29 Less"Taxation (FBT) 2,330.00 33,982.00 Net Profit after Taxaion 297707.57) 659744.29) Add: Loss B/F from Last Year 445,596,502.56 444,936,758.27 Loss Carried to Balance Sheet 445,894,210.13 445,596,502.56 SIGNIFICNT ACCOUNTING POLICIES 15 AND NOTES TO ACCOUNTS. This is the Profit & Loss A/c referred to in our report of even date. Schedules 11 to 15 referred to above, from an integrat part of the profit & Loss Account for SHARMA & PAGARIA Chartered Accountants For & on Behalf of the Board of Directors PAWAN PAGARIA SHASHI MODI NITIN MODI PARTNER MANAGING DIRECTOR DIRECTOR M.No.201781 Date: 20.08.2011 Place: Bangalore

KRM INTERNATIONAL LTD FINANCIAL YEAR 2010-11 Schedule forming part of the Company's Balance Sheet and Profit and Loss account as at and for the period 01.01.2010 to 31.03.2011 As on As on Particulars 31.03.2011 31.12.2009 SCHEDULE; 01 SHARE CAPITAL Authorised 15000000 Equity Share @ 10/- each 150,000,000.00 150,000,000.00 Issued, Subscribed & Paidup Capital 355040 Equity Shares of Rs.10/-each 35,504,000.00 35,504,000.00 Less:Allotment Money in arrears from Others 368,500.00 368,500.00 35,135,500.00 35,135,500.00 SCHEDULE: 02 GENERAL RESERVE & SURPLUS Reserve & Surplus Share Premium Amount 36,000,000.00 36,000,000.00 Less: Arrears From Other 1,105,500.00 1,105,500.00 34,894,500.00 34,894,500.00 General Reserve 65,965,000.00 65,965,000.00 Capital Reserve 296,521,114.53 296,521,114.53 397,380,614.53 397,380,614.53 SCHEDULE:03 (A) SECURED LOANS: Canara Bank (Schedule 18, Note: B4) 7,679,989.70 7,679,989.70 Interest Accured and is due on Canara Bank EPC A/c 186,916.00 186,916.00 TOTAL (A) 7,866,905.70 7,866,905.70 (B) Un-Secured Loans: (1) From Directors & Others a) From Director Mr. Shashi Kumar Modi 300,000.00 300,000.00 b) From Others Mr.Sunil Kumar Modi 569,291.59 569,291.59 TOTAL 869,291.59 869,291.59 (II) Car Loan

HDFC Bank Ltd 76,992.69 Sub Total(I+II) 869,291.59 946,284.28 TOTAL (A + B) 8,736,197.29 8,813,189.98 KRM INTERNATIONAL LTD FINANCIAL YEAR 2010-11 Schedule forming part of the Company's Balance Sheet and Profit and Loss account as at and for the period 01.01.2010 to 31.03.2011. Particulars as on 31.03.2011 as on 31.12.2009 SCHEDULE - 04 FIXED ASSETS Gross Block 1,330,537.00 1,330,537.00 Depreciation 967,875.00 851,900.04 Net Block 362,662.00 478,636.96 SCHEDULE - 05 INVESTMENTA Fully Paid Equity Shares in Other Companies 1,113,505.00 1,113,505.00 (Refer Note No.B6 of Schedule - 15)

KRM INTERNATIONAL LTD FINANCIAL YEAR 2010-11 Schedule forming part of the Company's Balance Sheet and Profit and Loss account as at and for the period 01-01-2010 to 31-03-2011. As on As on Particulars 31.03.2011 31.12.2009 SCHEDULE - 06 SUNDRY DEBTORS (Unsecured & Considered good) Outstanding for a period of: More than Six Months 453,279.00 453,279.00 453,279.00 453,279.00 SCHEDULE - 07 CASH & BANK BALANCE Cash in Hand 100,125.12 2,302,807.12 Balance with Scheduled Bank Current Accounts 29,214.67 55,142.47 EEFC Account 92,903.00 98,941.00 Fixed Deposit (including interest 75,838.00 75,838.00 Accured) (Sales Tax Deposit) Application Money Refund 213,695.26 213,695.26 511,776.05 2,746,423.85 SCHEDULE - 08 LOANS & ADVANCES (Un-Secured and Considered good) (1) Advances recoverable in cash or in kind or value to be received or for pending adjustment Salary Advances 11,598.00 11,598.00 Advance with Suppliers 4,556,961.94 6,612,157.94 Drawback Receivable 763,709.00 763,709.00 Sundry Trade and other Deposit 1,229,959.25 1,281,246.25 TOTAL 6,562,228.19 8,668,711.19 SCHEDULE - 09 CURRENT LIABILITIES & PROVISION Sundry Creditors for Goods, Services & Expenses, etc. (a) Outstanding to small, medium & micro enterprises undertaking 73,541.00 159,813.50

(b) Other Creditors 9,909,059.60 13,760,831.85 Sundry Creditors for Statutory Payments 2,770,360.95 2,915,680.70 Total (A) 12,752,961.55 16,836,326.05 KRM INTERNATIONAL LTD FINANCIAL YEAR 2010-11 SCHEDULE - 10 PROVISIONS Gratuity 638,972.00 638,972.00 Leave Salary 174,540.00 174,540.00 Fringe Benefit Tax 2,385.00 1,426.00 Total (B) 815,897.00 814,938.00 TOTAL (a + b) 13,568,858.55 17,651,264.05

As on As on PARTICULARS 31.03.2011 31.12.2009 SCHEDULE - 11 SALES & OTHER INCOME KRM INTERNATIONAL LTD - 2010-11 PROFIT & LOSS FOR THE PERIOD 01.01.2010 TO 31.03.2011 OTHER INCOME; Sundry Balances W/o 439,055.50 -- Interest Others -- 13,373.00 Foreign Exchange Fluctuation 21.00 -- Dividend Received 9,880.00 13,230.00 Misc. income -- 146,230.36 448,956.50 172,833.36 SCHEDULE - 12 RAW MATERIAL CONSUMED & MFG EXPENSES Mfg. & Procuments Expenses Employees Cost - -- Salary, Bonus, Gratuity 162,500.00 184,699.00 -- Cont. to PF/FPF 84.00 84.00 -- Ex-Gratia -- 14,650.00 -- Employees Welfare 4,336.00 2,461.00 166,920.00 201,894.00

KRM INTERNATIONAL LTD - 2010-11 PARTICULARS As on As on 31.03.2011 31.12.2009 SCHEDULE - 13 SELLING, ADMINISTRATIVE & OTHER EXPENSES AGM Expenses 11,962.00 49,656.00 Conveyance 5,469.00 9,853.00 Subscription 11,230.00 -- Rent & Maintenance & Hire Charges 60,000.00 60,000.00 Rates & Taxes 37,742.00 5,250.00 Demate Processing Charges 3,000.00 -- Travelling (Ticket) --- 41,922.00 Telephone & Mobile Expenses 12,218.00 11,949.00 Postage & Couriers 9,636.00 2,639.00 Printing & Stationery 3,387.00 3,460.00 Repair, Rent & Maint. General Repaires 410.00 Bank Charges 15,912.00 4,808.34 Legal & Professional Fees 85,865.00 59,650.00 Office & Garden Expenses 7,872.00 10,932.00 Vehicle Running & Maintenance 70,512.00 -- Vehicle Insurance 13,450.00 -- Advertisement & Subscription -- 36,413.55 Auditors Remuneration: Statutory Audit 38,605.00 44,120.00 Foreign Exchange Fluctuation (23.00) -- Misc. Expenses 4,603.00 -- Share Transfer Expenses 43,053.80 89,216.00 Share issue & Misc.Exp. Written Off -- 2.00

Admn.Charge to DLI to PF 84.00 84.00 Employees Welfare 60.00 -- 434,637.80 430,364.89 KRM INTERNATIONAL LTD - 2010-11 AS ON AS ON PARTICULARS 31.03.2011 31.12.2009 SCHEDULE - 14 FINANCIAL CHARGES Interest on: HDFC Car Loan 26,801.31 19,233.26 Canara Bank -- 2,076.00 26801.31 21309.26

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31ST 2011 31.03.2011 31.12.2009 A.CASH FLOW FROM OPERATING ACTIVITIES; (Rs in lacs) (Rs. In lacs) Net Profit before tax, interest and extra Ordinary Items (2.95) (6.25) Adjustment for: Depreciation 1.16 1.45 Interest 0.27 0.21 FBT -0.02-0.34-1.54-4.94 Adjustment: Dividend Income 0.1 0.13 Interest Received -- 0.13-1.64-5.20 OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES CHANGE IN WORKING CAPITAL Adjustment for: (increase)/decrease in Debtors -- 0.10 (Increase)/Decrease in Loans & Advances 21.06 17.30 Increase/(Decrease) in Current Liabilities -40.82-11.27 Net Cash from operating activities -21.4-0.93 CASH FLOW FROM INVESTING ACTIVITIES; Interest Received -- 0.13 Dividend 0.1 0.13 Net Cash Flow from investing activities -21.3 1.19 C. CASH FLOW FROM FINANCING ACTIVITIES; Increase/(Decrease) in Bank borrowings (Net) -- -1.88 Increase/(Decrease) in other borrowings (Net) -0.77 -- Interest Paid -0.27-0.21

Net Cash Flow from Financing Activities -22.34-0.9 Net increase in cash and cash equivalent Opening Cash & Bank Balances 27.46 28.36 Closing Cash & Bank Balance 5.12 27.46-22.34-0.90 for and on behalf of the Board Place: Bangalore Date: 20.08.2011 (SHASHI MODI) AUDITORS REPORT We have examined the attached Cash Flow Statement of KRM INTERNATIONAL LTD., Calcutta, for the period Januart 1st 2010 to March 31st, 2011. The Statement has been prepared by the Company in accordance with the requirement of Listing Agreement with Stock Exchange and based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company, covered by our report of even date to the members of the Company. for SHARMA & PAGARIA Chartered Accountants Place: Bangalore Date: 20.08.2011. (PAWAN PAGARIA) PARTNER, M.NO.20178 NOTES ATTACHED TO AND FORMING PART OF THE BALANCE SHEET AND PROFIT & LOSS ACCOUNT AS AT AAND FOR THE PERIOD 1ST JANUARY 2010 TO 31ST MARCH 2011. SCHEDULE - 15 SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS. A. ACCOUNTING POLICIES: A.1 BASIS OF ACCOUNTING A. The financial statements are prepared under the historical cost convention on an accrual basis in accordance with the Companies (Accounting Standards) Rules, 2006 issued under sub section (3 C) of section 211 of the Companies Act, 1956 except where otherwise stated, the accounting principles have been consistently applied. b. Use of Estimates The preparation of financial statements requires the managements of the company to make estimates and assumptions that affect the reported balance of assets & liabilities, revenue and expenses and disclosures relating to contingent liabilities. The managements believes that the estimates used in preparation of the financial statement are prudent and reasonable. Future event could differ from these estimates. Any revision of accounting estimates is recognized prospectively in the current and future period. A.2 FIXED ASSETS A. Fixed Assets are stated at their Original Cost of Acquisition including all related expenses on acquisition and installation and interest on Specific Borrowing raised to finace project so far it relates to construction period. B. Depreciation on assets is provided on SLM Method in accordance with the rates specified in schedule XIV of the Companies Act, 1956. A.3 IMPAIRMENT OF ASSETS: An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An Impairment loss is charged to the profit and loss Account in the year in which as assets is identified as impaired. The impaired loss recognised in prior accounting period is reversed if there has been.

A change in the estimate of recoverable amount. A.4 INVESTMENT It is the assets held for earning income by way of dividend & interest for Capital appreciation or for other benefits. Investment has been considered long term and valued at Cost. A.5 VALUATION OF INVENTORY The Company does not hold Inventories of Raw Materials, Stores, Spares and Consumables. A. 6 REVENUE & EXPENDITURE RECOGNITION The Company recognizes revenue from sale is recognized on dispatch of goods & Expenditure is recognized on accrual basis. A. 7 FOREIGN EXCHANGE TRANSACTIONS The loss/gain on account of foreign exchange fluctuation has not been provided/recognized in the year end. A. 8 DEFERRED TAXATION LIABILITY A. Due to huge amount of accumulated losses, the Company is not anticipating Taxable Income in the near future. Hence the Company is not recognising Deferred taxation asset/liability. B. NOTES TO ACCOUNTS:- B 1 SEGMENT INFORMATION Secondary Segment Reporting (By Geographical Segments) During the year there was no sale. B 2. EARNING PER SHARE (a) Calculation of weighted average Number 31st March, 11 31st Dec, 10 of Equity shares of Rs.10 each 3550400 3550400 Number of shares at the beginning of the year --- --- Shares issued during the year --- --- Total Number of shares outstanding at the end of the year 3550400 3550400 (b) Net profit after Tax available for Equity Shareholders Rs. In Lakhs) -2.98-6.6 Basic and Diluted Earnings (in Rupees) per share -0.08-0.19 B 3. RELATED PARTY DISCLOSURE Related party Disclosure as required by Accounting Standard 18, "Related Party Disclosures" are given below: (i) Associates: PRL Products Pvt Ltd (ii) Key Managerial Personnel and Mr.Shashi Modi Chairman

their Relatives: Mr.Nitin Modi Director Mrs. Laxmi Devi Modi Relative Mrs. Rita Devi Modi Director The following transaction were carried our with the related parties in the oridinary course of business: (Rupees in Lakhs) Parties where control exists Key managerial personnel & relatives Loan from key personnel 8.69 Due on a/c of Current liability 16.21 4.00 Maximum Outstanding during the year 16.21 12.69 Year end balances 0.26 12.69 Note: (i) Related Party relation is as identified by the company and relied upon by the Auditors. B 4 (i) Canara Bank Working Capital loan Secured against a. Hypothecation of Stock, Book Debts, Bills of collection b. The personal guarantee of the Directors B 5 Estrimated amount of Contracts remaining to be executed on Capital account and not provided for; Net of Advance is Rs.NIL lakhs (Rs.NIL lakhs) B 6 Investment has been valued at Cost and No provision has been made for Diminution in Value amounting to Rs.5.33 Lakhs (Rs 6.30 lakhs). B 7 Prior Period adjustment for Rs NIL lakhs (Rs.NIL lakhs credited) debited to Profit & Loss Account during the year. B 8 Payment to Auditors Auditors Remuneration (including Service Tax) a. Audit Fees 38.605 44.12 38.605 44.12 B 9 Information pursuant to the provisions of paragraph 3, 4c and 4d of part II of Schedule VI to the companies Act 1956. Not applicable as no manufacturing or trading activity carried out during the year. B 10 Sundry Creditors includes Rs.0.74 Lakhs ( Rs.1.60 lakhs Due to Micro Small, Medium Enterprises to the extent such parties have identified from the available information. Out of the above the list of outstanding for more than 45 days are as follows: As at 31.03.2011 As at 31.12.2009 1) Bhargav Roto Mach 55,148.00 55,148.00

2) Bostic India Pvt. Ltd 18,393.00 104,665.50 73,541.00 159,813.50 No Interest has been paid or provided for in the Books of Accounts on these outstandings. B.II Contingent Liability a. Customs duty demand in dispute: Customs duty and penalty of Rs.3.14 lakhs and Rs.3.14 Lakhs respectively apart from interest applicable under Section 23AB of the Customs Act 1962 on account of misdeclaration on account of chemicals disputed and contested in Appeals. B. 12 The Equity Shares of the Company are listed on the Stock Exchange at Kolkatta, Mumbai and Bangalore. The Company has been regular in paying the requisite listing fees to each of the Stock Exchange. B. 13 Sundry Debtors, Sundry Creditors, other Loans and Advances are subject to Reconciliation and confirmation of parties. B. 14 Credit Card balances and Balances with Banks (Non Operational accounts) are subject to reconciliation and confirmation. The balances in books are stated as under:- Bank Naame Dr/Cr Balances (in Rs.) 1. Canara Bank EEFC A/C Dr 89,245.00 2. Indian Bank, Chennai Dr 4,659.00 3. PNB Dr 213,695.26 4. UCO Bank, Chennai Dr 1,900.54 5. UCO Bank, IB Branch Dr 501.00 6. UCO Bank, Kolkatta Dr 12,074.00 7. Kotak Securities Ltd, Demate a/c Dr 750.00 8. Canara Bank, Bangalore Cr 1,187.20 9. Dhanalakshmi Bank Dr 447.40 10.HDFC Credit Card Cr 104,201.21 11.BOI Master Card Cr 19,832.00 12.Margin Settlement Dr 1,150,982.00 13.Canara Bank, EPC Cr 8,830,971.70 14.UCI Bank, Agra Dr 1,902.57 15. Canara Bank, Leather Division Cr 58,336.00 16.Punjab National Bank, (New Delhi) Dr 22,020.00 17.UCO Bank A/c No.1009 Dr 688.31 B. 15 Previous year figures have been re-grouped / re arranged wherever considered necessary. B. 16 Figures in Brackets are in respect of previous year unless otherwise stated. B. 17 The Audited accounts for the current and previous financial year are both for 15 months. For SHARMA & PAGARIA Chartered Accountants For and on behalf of Board of Directors

PAWAN PAGARIA SHASHI MODI NITIN MODI PARTNER MANAGING DIRECTOR DIRECTOR M.NO:201781 Date: 20.08.2011 Place: Bangaore BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL, BUSINESS PROFILE AS AT 31.03.2011 AND FOR THE PERIOD 01.01.2010 TO 31.03.2011. 1. REGISTRATION DETAILS Registration No. 43695 State Code 21 Balance Sheet Date 31.03.2011 II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN Rs.THOUSANDS) Publication Issue Nil Bonus Shares Nil Naked Warrants Preference Offer Nil Rights Issue Nil Private Placement Nil III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN Rs.THOUSAND) Total Liabilities Total Assets 441,328.80 441,328.80 IV SOURCES OF FUNDS Paid - up Capital Reserve & Surplus

Secured Loans Share Application APPLICATION OF FUNDS Net Fixed Assets Net Current Assets Accumulated Losses 35,135.50 397,380.61 Unsecured Loans 7,866.91 869.29 76.49 Investments 362.66 1,113.51 Misc. Expenditure (6,041.58) 445,894.21 V PERFORMANCE OF COMPANY (AMOUNT IN RS,THOUSAND) Turnover (Gross Revenue) Total Expenditure 448.96 744.33 Profit/Loss Before Tax Profit/Loss After Tax (295.38) (297.71) Earnings per share in Dividend the Rate % Nil --- VI GENERIC NAME OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS Item Code No. (ITC Code) 64061002 Product Description FOOTWEAR PARTS (SHOE UPPER) Item Code No.(ITC Code) 64051000 Product Description FOOTWEAR For SHARMA & PAGARIA Chartered Accountants For and on Behalf of Board of Directors PAWAN PAGARIA SHASHI MODI NITIN MODI PARTNER MANAGING DIRECTOR DIRECTOR M.NO.201781

Date: 20-08-2011 Place: Bangalore