Advanta India Limited

CONTENTS
Page No(s). Company General Information Notice Directors Report Corporate Governance Report Compliance Certificate on Corporate Governance Management Discussion and Analysis Auditors Report Balance Sheet Profit & Loss Account Cash Flow Statement Schedules Balance Sheet Abstract and Companys General Business Profile Statement Pursuant to Section 212 of the Companies Act, 1956 CONSOLIDATED FINANCIAL STATEMENTS Auditors Report Balance Sheet Profit & Loss Account Cash Flow Statement Schedules ABRIDGED FINANCIAL INFORMATION OF SUBSIDIARIES ECS MANDATE FORM ATTENDANCE SLIP & PROXY FORM 71-72 73 74 75 76-99 100 2 3-9 10-19 20-33 34 35-36 37-39 40 41 42 43-68 69 70

15TH ANNUAL GENERAL MEETING Date : Monday 22nd June, 2009 Time : 11.30 a.m. Place: Quoram Hall, Hotel Minerva Grand, Sarojini Devi Road, Secunderabad 500 003, Andhra Pradesh, India
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BOOK CLOSURE Monday, 15th June, 2009 to Monday, 22nd June, 2009 (both days inclusive).

BOARD OF DIRECTORS Mr. Jai R. Shroff Mr. V. R. Kaundinya Mr. Vikram R. Shroff Mr. Vinod Sethi Dr. Vasant P. Gandhi Mr. Hardeep Singh Chairman Managing Director Non-Executive Director Independent Director Independent Director Independent Director

COMPANY SECRETARY & COMPLIANCE OFFICER Mr. H. K. Agarwal AUDITORS S. V. Ghatalia & Associates Chartered Accountants Medows House, 2nd Floor, Nagindas Master Road, Fort, Mumbai-400 023 BANKERS ICICI Bank Ltd. HDFC Bank Ltd. Axis Bank Ltd. HSBC Bank Ltd. ING Vysya Bank Ltd. REGISTERED OFFICE 104-105, 1st Floor, Bhuvana Towers Sarojini Devi Road, Secunderabad-500 003 Andhra Pradesh, India PLANTS 1. B Camp Post, Krishna Nagar, Kurnool, Andhra Pradesh 2. Kalakkal Village, Toopran Mandal, Medak Dist., Andhra Pradesh 3. Gundla Pochampally, Ranga Reddy Dist., Andhra Pradesh SHARE TRANSFER AGENTS SHAREPRO SERVICES (INDIA) PVT. LTD. Samhita Complex, Gala No. 52 to 56, Building No. 13 A-B, Near Sakinaka Telephone Exchange, Andheri-Kurla Road, Sakinaka, Mumbai - 400 072. India

Advanta India Limited

NOTICE
Notice is hereby given that the 15th Annual General Meeting of Advanta India Limited will be held on Monday 22nd June 2009 at 11.30 a.m. at Quoram Hall, Hotel Minerva Grand, Sarojini Devi Road, Secunderabad 500 003, Andhra Pradesh, India to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at December 31, 2008, Profit and Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. 2. To declare Dividend on equity shares . 3. To appoint a Director in place of Mr. Hardeep Singh, who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a Director in place of Dr. Vasant P. Gandhi who retires by rotation and being eligible, offers himself for reappointment. 5. To appoint auditors and fix their remuneration. SPECIAL BUSINESS 6. To consider and if thought fit to pass with or without modification(s) the following remuneration as a special resolution RESOLVED THAT pursuant to the provisions of Sections 198, 269, 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject to approval of the Central Government, consent of the Company be and is hereby accorded to re-appoint Mr. V. R. Kaundinya, Managing Director of the Company with effect from 10th July, 2009 for such period not exceeding Three (3) years and on the following terms and conditions, as may be determined by the Board of Directors from time to time: (i) Mr. V. R. Kaundinya, Managing Director will be entitled for a maximum remuneration of Rs. Two crores per annum with effect from July 10, 2009 comprising Salary, discretionary performance linked incentive and / or Commission, Perquisites, Allowances and stock options. (ii) The limits stipulated above are the maximum limits and the Board may in its absolute discretion revise the terms / limits of his remuneration from time to time within the maximum limits stipulated above and such revision shall be in the interest of the Company and the appointee. (iii) Subject to superintendence, control and directions of the Board of Directors, he shall perform such duties and functions as would be commensurate with his position as the Managing Director of the Company and as may be delegated to him by the Board from time to time. RESOLVED FURTHER THAT where in any financial year during the tenure of office of Mr. V. R. Kaundinya, Managing Director, the Company has no profits or its profits are in adequate, the Company shall pay him the remuneration fixed by the Board / revised by the Board from time to time, as the minimum remuneration within the above maximum ceiling and subject to the approval of Central Government. RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the Board which term shall be deemed to include the Remuneration Committee constituted by the Board) of the Company be and is hereby authorized to decide break up of his remuneration as to salary, perquisites, allowances and stock options etc and to take such steps as may be necessary and expedient in their entire discretion to give effect to this resolution and / or to alter and vary the terms and conditions of the said reappointment and / or remuneration and / or agreement without being required to seek the further approval of members within the limits as prescribed above and any action taken by the Board in this regard be and is hereby ratified and approved. By Order of the Board For Advanta India Limited Date: 30th April, 2009 Place: Mumbai 3 V. R. Kaundinya Managing Director

Notes: 1. 2. 3. 4. 5. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY AND VOTE INSTEAD OF HIMSELF OR HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE COMPANYS REGISTERED OFFICE AT LEAST 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING The relevant Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, in respect of the business under Special Business are set out below annexed hereto and form part of this notice. The Register of Members and Transfer Books of the Company will remain closed from 15th June to 22nd June, 2009, both days inclusive. The Dividend, after declaration, will be paid to those shareholders whose name stand on the Register of Members as on 15th June, 2009. The dividend in respect of shares held in the electronic form will be paid to the beneficial owners of shares, whose names appear in the list furnished by the depositories for this purpose as on 15th June, 2009. The Securities and Exchange Board of India had made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend. You are advised to encash your dividend warrants immediately as the dividend amount remaining unclaimed / unpaid at the expiry of seven years from the date that becomes due for payment are required to be transferred by the Company to the Investor Education and Protection Fund under Section 205C in terms of Section 205A of the Companies Act, 1956. Payment of Dividend through Electronic Clearing Services (ECS). The Securities and Exchange Board of India (SEBI) has advised the Companies to mandatory use ECS facility, wherever available, for distributing dividends or other cash benefits etc, to the investors. This facility provides instant credit of dividend amount to your Bank account electronically at no extra cost. ECS also eliminates the delay in postal transit and fraudulent encashment of warrants. Under this facility the amount of dividend payable to you would be directly credited to your bank account. Your banks branch will credit your account and indicate the credit entry as ECS in your pass book / statement account. We would be issuing an advice to you directly after the transaction is effected. In case you wish to have your dividends paid through ECS, and are holding the Companys shares in electronic form, you may kindly fill in the enclosed ECS mandate form and submit it to your Depository Participant. However, in case you are holding the Companys Share in physical form and wish to have your future dividends paid through ECS, you may kindly return the said ECS mandate form duly completed and signed by you at our registered office mentioned elsewhere in this report. If you do not wish to opt for ECS facility, we strongly recommend that provide the details of your Banks Name, Branch, type of Account and Account Number to your depository participant, in cases where shares are held in physical form for printing the same on the dividend warrants which will be dispatched to you. In the event of any change or correction in the details they might have been provided by earlier , kindly send revised particulars to your Depository Participants or to us as the case may be, at an early date. 9. 10. 11. It may be noted that no claim will be entertained against the Company or Investor Education Protection Fund in respect of the said unclaimed dividend amount transferred to the fund. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the AGM. Members who hold shares in dematerialized form are requested to write their client ID and DP ID. Those who hold shares in physical form are required to write their Folio Number in the Attendance slip for attending the meeting. 4

6.

7.

8.

Advanta India Limited 12. Members holding shares in physical form are requested to notify/send any change in their address to the Companys share transfer agents, or to the Company at its Registered Office. Members holding shares in dematerialisation form are requested to notify/send any changes in their address to the concerned depository participant (s). In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. Section 109A of the Companies Act, 1956 extends the nomination facility to individual shareholders of the Company. Therefore, the shareholders willing to avail this facility may make nomination in Form 2B. Members / Proxies should bring the attendance slip duly filled in for attending the Meeting. Members seeking any information with regard to Accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready. The members are requested to kindly send their correspondence relating to the change of address, transfer shares etc. directly to the Companys Registrar & Transfer Agents Sharepro Services (India) Private Limited, Unit : Advanta India Limited, Samhita Complex, Gala No. 52 to 56, Building No. 13 A-B, Near Sakinaka Telephone Exchange, AndheriKurla Road, Sakinaka, Mumbai - 400 072, quoting their folio number and in case their shares are held in dematerialized form, the intimation of change of address should be passed on to their respective Depository Participants. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following information is furnished about the Directors proposed to be appointed / reappointed; In the ensuing Annual General Meeting Dr. Vasant P. Gandhi and Mr. Hardeep Singh, will retire by rotation and being eligible offered themselves for re-appointment. Mr. V. R. Kaundinya, Managing Director is being proposed for re-appointment with effect from 10th July, 2009. In pursuance of the Clause 49 of the Listing Agreement, the information about the above Directors are provided below: a) Mr. V. R. Kaundinya Mr. V. R. Kaundinya, graduated in agriculture from the AP Agricultural University and obtained masters in Business Management with specialization in agriculture from Indian Institute of Management, Ahmedabad. Prior to this appointment he held various senior positions in Hoechst India, Cyanamid India and as Managing Director, Cyanamid Agro Ltd., and Emergent Genetics India Limited. He was actively associated with the industry organizations like CropLife India, All India Crop Biotechnology Association and Association of Seed Industry. b) Dr. Vasant P Gandhi Dr. Vasant P. Gandhi, was appointed on the Board on 22nd January, 2007 as Independent Director of the Company. He holds Doctorate in Development Economics from Stanford University. He has done Post Graduation in Management from IIM, Ahmedabad. He is having 23 years of Professional Experience and has worked with National Dairy Development Board (NDDB), Stanford University, World Bank and International Food Policy Research Institute. He holds directorships in Gujarat State Fertilizers and Chemicals Limited and Nuvo Fertilizers Private Limited. He is member of Audit Committee of Advanta India Limited. Currently he is a Professor at the Indian Institute of Management, Ahmedabad. His presence in the Board will immensely benefit the Company c) Mr. Hardeep Singh Mr. Hardeep Singh, was inducted into the Board on 22nd January, 2007 as an Independent Director of the Company. He graduated in Economics from Pune University and has also done Advance Management Programme from Kellogg School of Management. He is Chairman of Amalgamated Plantations Pvt. Ltd., and Director in Swaraj Engines Ltd., Punjab Tractors Ltd., IL & FS Investment Ltd., IL & FS Investment Securities Ltd., and Investmart Financial Services Ltd. 5

13. 14. 15. 16. 17.

18.

He was the Director of Rallis India Limited, a TATA Group Company. He was responsible for Rallis predominant Agricultural businesses including Agrochemicals, Fertilizers and Seeds. During his stewardship Rallis became Indias largest Agrochemicals company. He also set up the marketing system for TATA Fertilizers and pioneered the TATA Kisan Kendras. He is an invited member on the National Council of CII, and Chairs the CII committee on rural markets and infrastructure. He has been Chairman of the Agribusiness committee of AMCHAM. He is a past Chairman of the Committee on Rural Infrastructure at CII and a member of the National Committee for Agriculture of FICCI. He has been an advisor to the Chief Minister of Punjab on Agriculture Policy.

Advanta India Limited

Explanatory Statement
[Pursuant to Section 173(2) of the Companies Act, 1956] Reappointment of Mr. V. R. Kaundinya, as the Managing Director of the Company : The present term of Mr. V. R. Kaundinya, Managing Director of the Company expires on 9th July, 2009. Mr. V. R. Kaundinya, since his appointment as the Managing Director, has steered the Company with total dedication, hard work and effective leadership into diversified activities, resulting in the profitable growth of the Companys operations. He is instrumental in acquiring various Companies in India and abroad to expand its operations and product profile. The Board of Directors has reviewed the performance achieved by the Company under his leadership and appreciated the same. Further in order to avail his uninterrupted services for the growth of the Company, Board has proposed to re-appoint him for such period not exceeding 3 Years with effect from 10th July, 2009 on the terms and conditions contained in the resolution. The Remuneration Committee has approved the maximum remuneration per annum proposed to Mr. V. R. Kaundinya, Managing Director. The re-appointment of Mr. V. R. Kaundinya as the Managing Director requires the approval of members in General Meeting pursuant to Sections 269, 311 read with Schedule XIII of the Companies Act, 1956. Further as the remuneration proposed exceeds the limits prescribed under Schedule XIII, approval of Central Government i.e. Ministry of Corporate Affairs is required. Statement required as per Section II of Part II of Schedule XIII to the Companies Act, 1956 is as follows: I. General Information : (1) Nature of industry Advanta India Limited, is one of the leading international agronomic seed company with principal operations in India, Australia, Thailand, U.S.A. and Argentina. The Company is into technical plant breeding and the application of biotechnology to develop new hybrids and varieties of field crops and broad acre vegetable seed products, including sorghum, canola, sunflower, corn, hybrid rice and hybrid mustard. Our research and development efforts are in the areas of superior breeding programs and bioscience techniques that have driven the development of a portfolio of elite, proprietary and highly differentiated germ plasm. (2) Date of commencement of commercial production The Company is an existing Company and the date of Commencement of operations ways back in the year 1994. (3) Financial performance Consolidated Performance of the Company for the last three years is as follows: (Rs. in Lacs) Item Income from Operations (Gross) Profit Before Interest, Depreciation & tax Profit after Tax 2008 62,336.08 11,931.73 5,137.20 2007 45,488.14 11,241.00 4,446.46 2006 (Nine Months) 30,479.97 9,247.21 4,839.69

(4) Export performance and net foreign exchange earnings : On standalone basis Export performance of the Company for the last three years is as follows: ( Rs. in Lacs) Item Foreign Exchange Inflow (5) Foreign investments or collaborators, if any : Nil 7 2008 392.65 2007 1,453.08 2006 343.70

II. Information About The Appointee : (1) Background details Mr. V. R. Kaundinya, graduated in agriculture from the AP Agricultural university and obtained masters in Business Management with specialization in agriculture from Indian Institute of Management, Ahmedabad. Prior to this appointment he held various senior positions in Hoechst India, Cyanamid India and as Managing Director, Cyanamid Agro Ltd., and Emergent Genetics India Limited. He was actively associated with the industry organizations like CropLife India, All India Crop Biotechnology Association and Association of Seed Industry. (2) Past remuneration Presently he is entitled for a remuneration of Rs. 14,146,000 per annum and stock options as per company policy (3) Recognition or awards Nil (4) Job profile and his suitability Mr. V. R. Kaundinya, Managing Director has been taking care of overall operations and affairs of the Company. Since his appointment as Managing Director, he has steered the Company with total dedication, hard work and effective leadership into diversified activities, resulting in the profitable growth of the Companys operations. During the period of slowdown of the industry, he always kept his spirit high both in words and in action. He is instrumental in acquiring the various Companies in India and abroad to expand the Companys operations and its product profile. (5) Remuneration proposed It is proposed to pay a maximum remuneration of Rs. two crores per annum on the terms and conditions detailed in the resolution referred above with a power to the Board of Directors to determine the limits from time to time within the above overall limits. (6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin) Compared to the remuneration profile of position and person with respect to this Industry and size, he is entitled to the proposed remuneration. (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any Except the remuneration drawn by him from the Company as the Managing Director, he doesnt have any pecuniary relationship, directly or indirectly with the Company. III. Other information : (1) Reasons for inadequate profits The promoters of the Company acquired Advanta India Limited during the year 2006. Soon after acquisition, in the month of March, 2007, the Company came out with an Initial Public Offering involving issue of 3,380,000 Equity Shares to part finance its funding requirement for expansion of its operations. Further the Company is spending heavily on Research & Development. R & D is the corner stone of the Companys Global business and the inherent nature of the seed business demands a lot of research from time to time. So, the Company has heavily invested in the Research and Development of vegetable breeding, healthy oil research programs and Biotech Labs. Investment was stepped up considerably during 2008 as significant amounts have been allocated for strengthening the biotechnology based research programs. While most of the research expenditure is charged to the current Profit and Loss statement, the results of these expenses will accrue in the coming years. Also, the Company spent considerably on modernising and expanding the processing and storage facilities in different countries. 8

Advanta India Limited However due to these expenses, the Company could not achieve sufficient profits. However based on the business plans, Board of Directors is confident that the Company will generate sufficient profits in the coming years. (2) Steps taken or proposed to be taken for improvement In tune with the changing trend, the Company has already taken the various expansion projects. It has acquired the Companies in India and abroad to expand its operations and product profile. The Companys aim is to create an umbrella of its brand name across the Globe. The vision will see its way forward through mergers, acquisitions and takeovers. With the brand value attached to the Advanta, the Company feels that the days to come are very encouraging. (3) Expected increase in productivity and profits in measurable terms Company is poised to maintain its turnover over the years to come. Also, with increased expenditure and investment on the Research and Development of the business, the Company is expecting a good return in the coming year. Also the strength of the Company has increased as acquisitions were carried out by the Company, last year, in order to explore new areas of business and technologies. The Company is in advance stage of its research of Nutrisun. Company expects that it will be able to start supplies in financial year 2009 and in full swing with effect from year 2012. The explanatory statement together with the accompanying notice may be treated as an abstract of the terms of appointment and remuneration payable to Mr. V. R. Kaundinya, Managing Director as required under Section 302 of the Companies Act, 1956. Except Mr. V. R. Kaundinya, none of the Directors are interested in the above resolution. Board of Directors recommends the above resolution to the members.

DIRECTORS REPORT
TO, THE MEMBERS OF ADVANTA INDIA LIMITED. STATE OF COMPANYS AFFAIRS SECTION 217(1)(A) OF THE COMPANIES ACT, 1956 We are pleased to present the 15th Annual Report on the business and operations of your Company together with the audited financial statements and the Auditors Report of your company for the financial year ended 31st December, 2008. The Financial highlights for the year under review are given below: Description Sales Including other Income Profit before Interest , Depreciation & Tax Less : Interest & Financial Charges Less : Depreciation Profit Before Tax and Exceptional Items Profit Before Tax (PBT) Profit After Tax (PAT) Profit After Tax (Net of Minority interest & prior period adjustment) Add: Balance brought forward from previous year Surplus Available for Appropriations Appropriations Proposed Final Dividend Tax on Dividend Transfer to General Reserve Balance Transferred to Balance Sheet TOTAL Conversion rates as on 31st December, 08 For Balance Sheet items (Closing Rate) 1 USD = Rs. 48.7200 1 AUD = Rs. 33.5949 1 EURO = Rs. 68.1763 1 THB = Rs. 1.4046 RESULTS OF OPERATIONS Your Company for the year under review has recorded a consolidated total income of Rs. 62,336.08 Lacs as against Rs. 45,488.14 Lacs for the previous year, which is 37.04% higher than the previous year. The Profit after Tax stood at Rs 5,137.20 Lacs as against Rs. 4,446.46 Lacs for the previous year which is 15.53 % higher than the previous year. As stipulated in the Listing Agreement with the stock exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report thereon form part of the Annual Report. 10 168.39 28.62 125.00 13,891.51 14,213.52 168.35 28.61 125.00 9,163.77 9,485.73 168.39 28.62 125.00 4,535.60 4,857.61 168.35 28.61 125.00 4,000.67 4,322.63 Consolidated (Rs. in Lacs) Current Year 62,336.08 11,931.73 4,254.45 1,875.95 5,801.33 5,801.33 5,137.20 5,049.75 9,163.77 14,213.52 Previous Year 45,488.14 11,241.00 4,081.83 1,230.28 5,928.89 5,928.89 4,446.46 4,446.46 5,040.48 9,485.73 Stand-Alone (Rs. in Lacs) Current Year 16,230.68 4,097.81 2,167.90 870.39 1,059.52 1,059.52 984.96 856.94 4,000.67 4,857.61 Previous Year 12,123.18 3,699.73 1,132.58 634.77 1,932.38 1,932.38 1,302.38 1,219.25 3,103.38 4,322.63

For Profit & Loss Account (Average Rate) Rs. 44.0800 Rs. 34.0820 Rs. 63.1280 Rs. 1.3620

Advanta India Limited DIVIDEND : Section 217(1)(c) of the Companies Act, 1956 The Directors have recommended for consideration of the shareholders at the ensuring 15th Annual General Meeting, payment of final Dividend of Re 1/- per Equity Share of Rs. 10/- each. This would result in cash outflow of Rs. 168.35 lacs and tax on Dividend of Rs. 28.62 lacs on the Equity Shares of the Company for the period ended on 31st December, 2008. Your Directors propose to transfer Rs. 1.25 crores to General Reserves for the year. Dividend on Equity capital for the year ended 31.12.2008 which, if approved by the Members at the forthcoming Annual General Meeting, will be paid out of current year profits within 30 days of Declaration. SUBSIDIARY COMPANIES ACCOUNTS Your Directors are pleased to inform you that the Ministry of Corporate Affairs vide its letter dated 24th April, 2009 approved the Companys request and exempted the Company from attaching the Profit and Loss Account, Balance Sheet, Directors Report and Auditors Report of its subsidiaries subject to the condition that the company will attach the consolidated financial statements of its subsidiaries duly audited by the auditors for the year ended 31st December 2008. The Audited Consolidated Financial Statements of your company as per Accounting Standard 21 form part of this Report. Annual accounts of subsidiary companies and the related detailed information are available for inspection at the Companys Registered Office. The same will be made available to the investors of the companies upon request. CASH FLOW ANALYSIS The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and with reference in terms of Clause 32 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report. ACQUISITIONS MADE IN 2008 (i) Acquisition of Unicorn Seeds Private Limited : Your Company acquired 100% shareholding in Unicorn Seeds on 3rd January, 2008. With this acquisition, Companys platform in vegetable seeds will become stronger with added crops to its current vegetable product portfolio (Golden). With the added products like melon and cucumber from Unicorn the combined vegetable portfolio will make the company a significant player in the vegetable seed segment. Unicorn seed is head quartered in Hyderabad and has its R&D activities in Bangalore and Hyderabad. The key crops of Unicorn are Tomato, Egg plant, Hot pepper, Okra, Musk Melon, Cucumber and Watermelon. Unicorn is significantly engaged in custom production for key Vegetable Seed Suppliers in Europe, Asia and USA. It has a strong presence in the domestic and export markets of vegetable seeds. (ii) Acquisition of Garrison and Townsend LP, USA: Your Company acquired the 100% shareholding in Garrison and Townsend (GT) LP, USA for a consideration of US$ 10.5 Million on 3rd March, 2008. GT has strong presence in Grain Sorghum market that contributes about 32% of its revenue, Forage Sorghum, BMR Sorghum and Sorghum Sudan contributing about 67% of its revenue. In the fiscal year 2008, GT achieved a sale of about US$ 15 Mn. This acquisition establishes the Companys presence in Sorghum markets in USA in particular and strengthens Advantas presence in sorghum worldwide, in general. GT is a Company that is involved in research, production, conditioning, marketing and selling of hybrid grains and Forage Sorghum seeds. Its products are marketed throughout the United States as well as in Italy, Israel, Pakistan, Mexico, Central America, South America and Japan. Ten largest customers of GT contribute about 60% of its revenue. (iii) Incorporation of Advanta Seeds Limited as a 100% Subsidiary of Advanta India Limited: The Company had incorporated in Mumbai 100% subsidiary namely Advanta Seeds Limited on 7th July, 2008. The main object of the proposed Company is to carry on the business of cultivating, growing, producing, manufacturing, buying, cleaning, processing, drying, storing, dealing, distributing, marketing and selling of Seeds of all kinds and varieties. 11

(iv) Acquisition of Advanta Seeds USA LLC: Your company has acquired 100% Sunflower business of Limagrain, Fargo, ND, USA. This acquisition will further strengthen Advantas already existing sunflower breeding programs across the world. The Sunflower breeding programs represent one of the largest and strongest sunflower breeding groups in the world with major market shares across Asia, Oceania, Africa, North and South America. MODERNISATION / EXPANSION PROJECTS Your company has modernized our processing and storage facilities in India, Argentina and USA during this year. Capacity has been expanded. The company established third party drying and processing facilities in Thailand and India. RESEARCH & DEVELOPMENT Research & Development is the corner stone of our Global business. Our R&D strategy involves realizing genetic gains in our elite, proprietary germplasm at a faster rate and at a higher quality than our competitors. We have a dedicated team of more than 150 employees worldwide who are focused on the development of new or improved proprietary hybrids based on their research. The company is in an advanced stage of developing, healthy nutrition sunflower oil in the laboratories in Argentina. Company expects that it will be able to start supplies of this oil in the financial year 2009. Investment in research and development has been stepped up considerably during 2008 compared to the previous years. Significant amounts have been allocated for strengthening the biotechnology based research programs. A new biotech lab is established in India. The Company also signed a global exclusive license for a new biotech trait for Nitrogen Use Efficiency in Sorghum during the year. Investments in the healthy oil research program Nutrisun in Argentina are increased substantially during the year. With the acquisition of Garrison Townsend in USA, the strength of sorghum research in the Company has gone up substantially. The Company has also stepped up the research investments in vegetables breeding in the newly acquired business in India. Breeding for bioenergy crops is another area where the Company has added resources in the research team. The Company has incurred revenue expenditure of Rs. 4,234 lacs (LY : Rs. 3,330 lacs; LLY : Rs. 1,896 lacs) during the year in addition to capital expenditure, on acceleration of various projects like Nutrisun, Biotech activities and wheat program in Australia. In coming years, your Directors plan to further ramp up the Research & Development investments significantly in traditional breeding, Biotech arena and other strategic areas of R & D of the core crops. As per the Accounting Policy followed by the Company, the Research & Development expenditure of the Company is charged to revenue in the same year in which it is incurred. The Company is planning to spend about Rs. 7,000 lacs. CAPITAL STRUCTURE The Company has implemented the Advanta India Limited Employees Stock Option and Shares Plan 2006 (Plan), for its employees, so as to reward and motivate its employees for high level performance of the Company. On implementation of this plan, the paid-up-capital of the company as on date is Rs. 168,388,180/- ( Rupees Sixteen crores eighty three lacs eighty eight thousand and one hundred and eighty only). The Company has issued and allotted 2159 equity shares on 7th October, 2008 and 2159 equity shares of the Company on 27th January, 2009 under the plan. SUBSIDIARY COMPANIES As on 31st December 2008, your Company has the following Subsidiary Companies: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Advanta Holdings B.V., Netherlands Advanta Netherlands Holdings B.V., Netherlands Advanta Finance B.V., Netherlands Advanta International B.V., Netherlands Advanta Semillas SAIC, Argentina Advanta Seed International, Mauritius Pacific Seeds Holdings (THAILAND) Limited, Thailand Pacific Seeds Pty Limited, Australia Pacific Seeds (THAI) Limited, Thailand Longreach Plant Breeders Management Pty. Limited, Australia Unicorn Seeds Private Limited, India Advanta US, INC, U.S.A. Advanta Seeds USA, LLC, U.S.A. Advanta Seeds Limited, India 12

Advanta India Limited With effect from 1st January 2009, the assets of Advanta Seeds USA LLC, USA have been transferred to Advanta US Inc. AUDITORS AND AUDITORS REPORT: M/s. S.V. Ghatalia and Associates, Chartered Accountants, Statutory Auditors of the Company shall retire at the ensuing 15th Annual General Meeting. They have informed the Company, that they are now an affiliate of M/s. S.R. Batliboi & Associates, Chartered Accountants and shown interest to take up the Statutory Audit of the company, in the name of M/s. S.R. Batliboi & Associates. Accordingly, M/s. S.V. Ghatalia and Associates, Chartered Accountants, Statutory Auditors have expressed their unwillingness to continue as Auditors. M/s. S.R. Batliboi & Associates, Chartered Accountants have expressed their willingness to act as Auditors, if appointed. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956. Your directors recommend their appointment and they are not disqualified for such appointment within the meaning of Section 226 of the said Act. Auditors of the Company vide Clause 6 in their report on Consolidated Financial Statements have qualified the recognition of deferred tax assets with respect to our subsidiary Pacific Seed Holding (Thailand) Ltd., Longreach Plant Breeders Management Pty Ltd., and Advanta Seeds USA LLC, USA stating that there is no sufficient virtual certainity to indicate that these companies will have sufficient taxable profits against which the unused tax losses can be utilized. In this regard, your attention is requested to schedule 21, clause 11 on recognition of deferred taxes containing managements opinion that the said unused losses can be utilized. Auditors of the Company vide Clause 7 of their report on Consolidated Financial Statements have qualified their report about segment reporting. Your attention is invited to Note No.16 of Schedule 21, wherein the management explained its view that providing the said information would be prejudicial to the interest of the Company. DIRECTORS In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Hardeep Singh and Dr. Vasant P. Gandhi, Independent Directors of the Company will retire by rotation at the ensuing 15th Annual General Meeting of the Company, and being eligible, offers themselves for re-appointment. Your Directors recommend their re-appointment. As required by Clause 49 of the Listing Agreement with Stock Exchanges, the brief resume of Mr. Hardeep Singh and Dr. Vasant P. Gandhi are provided in the Notice convening the Annual General Meeting of the Company. REGISTERED OFFICE: During the year under review, the Members have approved the shifting of Registered Office of the Company from the State of Karnataka to the State of Andhra Pradesh. Company has received an Order dated 24th April, 2009 from Company Law Board, Chennai Branch for shifting of Registered Office from the State of Karnataka to the State of Andhra Pradesh. Your Directors also approved shifting of Registered Office to 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad-500 003, Andhra Pradesh, India. PUBLIC DEPOSITS: The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975, during the year under review. EMPLOYEES STOCK OPTION PLAN (ESOP) The Company has implemented an Employees Stock Option Plan (ESOPs) for certain employees as approved by the shareholders on 20th September, 2006. In accordance with the scheme, the Company reserved 168,000 equity shares to employees of the Company and its subsidiaries on one to one basis at an exercise price of Rs.285/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of options granted is conditional upon the employees tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee. As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statements. 13

Disclosures as required under SEBI (Employees Stock Option Scheme) Guidelines 1999 are given as under: As at 31st December, 2008 Granted during the year Pricing Formula Exercised during the year Vested during the year Lapsed during the year Outstanding unvested at the end of the year Exercisable vested options at the end of the year Total No of Shares arising as a result of exercise of option Variation of Terms of options Money Realized by Exercise of options during the year Employee wise details of options granted to: a) Senior managerial personnel Mr. V. R. Kaundinya - Managing Director b) any other employee who received a grant in any one year, of options amounting to 5% or more of options granted during the year Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard 20 The Difference between the employee compensation cost using the intrinsic value of the stock options, and the employee compensation cost that shall have been recognized if it had used the fair value of the options. The impact of this difference on profit Basic EPS of the Company Weighted average exercise prices weighted average fair values of options separately for options whose exercise price either equals or exceeds or is less than the market price of the stock Description of the method and significant assumptions used in during the year to estimate the fair values of options, including the following weighted average information: a) Risk free interest rate b) Expected life c) Expected volatility d) Expected dividends, and The price of the underlying share in market at the time of option grant. 5,460 Nil 19,140 Black Scholes Formula 2,159 31,934 NIL 121,644 29,775 2159 NIL Rs. 860,985

Nil Rs.5.05

Rs. 50.88 Lacs Reduced by Rs. 50.88 Lacs 4.09 Rs. 285

7.50% Vesting Period Plus 18 Months 43% 1.40% Unlisted Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT As per Clause 49 of the Listing Agreement Pursuant to Clause 49 of the Listing Agreement, a report on the management discussion and analysis is provided in a separate section in this report. 14

Advanta India Limited CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Section 217(1)(e) of the Companies Act, 1956 The Particulars as required under sub section (1) (e) of section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988, are set out in the Annexure A included in this report. PARTICULARS OF EMPLOYEES The Particulars as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are set out in the Annexure B of this report. GROUP FOR INTER SE TRANSFER OF SHARES As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (Regulations) persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure C attached herewith and forms part of this Annual Report. DIRECTORS RESPONSIBILITY STATEMENT Section 217(2AA) of the Companies Act, 1956: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956: i. that in the preparation of the annual accounts for the period ended December 31, 2008, the applicable accounting standards have been followed along with proper explanation and no material departures have been made from the same. ii. that the Directors had selected accounting policies and have applied them consistently and the judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended on 31st December, 2008 and of the profit of the Company for the period ended 31st December, 2008. iii. that the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. that the Directors had prepared annual accounts for the year ended 31st December, 2008 on a going concern basis. CORPORATE GOVERNANCE A per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Corporate Governance Report on Corporate Governance practices followed by the Company together with a certificate on their compliance from the Company Secretary in practice has been included in this Annual Report. DEPOSITORY SYSTEM 98% of total Paid-up Equity Shares of the Company are dematerialised as on 31st December, 2008. LISTING OF COMPANYS EQUITY SHARES The Equity Shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There is no default in payment of annual listing fees. ACKNOWLEDGEMENTS Your Directors thank the Companys business associates/customers, vendors and Bankers for their continued support. Your Directors place on record their sincere appreciation of the contributions made by the employees of the Company and its subsidiaries at all levels through their hard work, dedication, solidarity and support. By Order of the Board For Advanta India Limited Date: 30.04.2009 Place: Mumbai 15 V. R. Kaundinya Managing Director Vikram R. Shroff Director

ANNEXURE A TO THE DIRECTORS REPORT

Information in accordance with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, and forming part of the Directors Report for the period ended 31st December, 2008: A. CONSERVATION OF ENERGY a. Energy conservation measures taken: The seeds Operations of the Company do not involve substantial energy consumption and hence no significant energy conservation measures were undertaken during the year. However, on an ongoing basis, identification of any energy saving possibilities is carried out. b. Additional Investments and proposals, if any, being implemented for reduction of consumption of energy: Presently there are no additional investments / proposals being implemented for reduction of energy consumption. c. Impact of the measures at (1) and (2)above for reduction of energy consumption and consequent impact on the cost of production of goods: Not Applicable d. Total Energy consumption and energy consumption per unit of production: Not Applicable e. Efforts made in Technology absorption as per Form B (Rule 2) Form B Form for disclosure of particulars with respect to absorption B. TECHNOLOGY ABSORPTION Research and Development (R & D) 1. Specific areas in which R & D carried out by the Company: i. Identification and development of superior, high yielding pest and disease resistant proprietary hybrids. Utilization of the Molecular Breeding Technology to increase the speed and precision in the Breeding Programmes. ii. Development, testing and specification setting of packaging materials. 2. Benefits derived as a result of the above R & D: i. Cost reduction, import substitution and strategic resource management. ii. Quality evaluation of seeds. iii. Higher productivity and economic returns to the farming community consequent to development of high yielding hybrids. iv. Entering new market segments 3. Future Plan of Action: i. To continue and extend research in the above areas. 4. Expenditure on R & D: (On stand-alone basis) a) Capital b) Recurring c) Total Total R&D Expenditure as a % of a) Gross Sales b) Net Sales : : 8.21 (PY : 7.51) 9.03 (PY : 8.21) : Rs. in Lacs : 95.55 (PY : Rs 261.23)

: 1,048.27 (PY : Rs 534.95) : 1,143.82 (PY : Rs 796.18)

5. Technology absorption, adaptation and innovation: a. Efforts, in brief, made towards technology absorption, adaptation and innovation: 16

Advanta India Limited - Utilization of technical know-how towards development of high yielding proprietary hybrids suitable for Indian agro ecological environment. b. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: - Product improvement and development leading to cost reduction by introduction of high yielding superior quality disease and pest resistant hybrids. c. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: i) Details of technology imported : Technical know-how relating to seeds. : Technology upgradation takes place on a continuous basis during the year : Yes : To continue on-going research. ii) Year of Import iii) Whether the technology has been Fully absorbed iv) Future plans of action C. FOREIGN EXCHANGE EARNINGS AND OUTGO 1. a) Activities relating to exports and Vegetable Seeds b) Initiatives taken to increase exports : Export of various Hybrid Seeds : Started producing seeds for our other subsidiaries taking the advantage of the low cost production in India. : Company is having ambitious export plan of hybrid seeds in the year 2009 by exploring the possibilities of taking production of hybrid seeds in India on behalf of overseas Buyers. Rs. in Lacs 2008 3.56 13.10 820.55 81.03 221.98 20.23 1,160.45 2007 4.47 91.19 192.55 74.85 74.72 134.92 572.70

c) Export plans

2. Total Foreign Exchange used (On stand-alone basis) Consumables Capital Expenditure Import of Seeds Travel Legal and Professional Charges Other Expenses Total 3. Total Foreign Exchange Earned (On stand-alone basis) FOB Value of Exports Others Total : : : : : :

: :

392.65 NIL 392.65

109.91 1,343.17 1,453.08 By Order of the Board For Advanta India Limited

Date: 30.04.2009 Place: Mumbai 17

V. R. Kaundinya Managing Director

Vikram R. Shroff Director

ANNEXURE B TO THE DIRECTORS REPORT

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 and forming part of the Directors Report for the year ended December 31, 2008.
Sr. Name of No. Employee Designation Gross Remuneration (Rs.) 11,061,469 DOJ * Age Experience in Years Qualification Previous Employment

V.R.Kaundinya

Managing Director Director - Global Supply Chain Group CFO

10-Jul-06

53

29

B.Sc. (Agri.), MBA (IIMA) M.Sc. (Agri.) FCA, AICWA

Monsanto Genetics India Pvt. Ltd. Monsanto India Ltd. Intergraph Consulting Pvt. Ltd. J K Agri Genetics Ltd. Mahyco Monsanto Biotech India Ltd. Proagro Seed Company Pvt. Ltd. United Phosphorus Limited Syngenta India Ltd.

2 3

K. Ravinder Reddy Manoj Gupta

8,663,450 4,137,956

3-Dec-07 16-Nov-06

49 45

22 18

A. Suresh

Business Head Vegetable Seeds Global Crop Research Lead Rice & Cotton Sr. Vice President R&D Global Crop Lead Rice & Cotton, RBM Global Research Head Vegetable Seeds

2,702,397

8-Feb-07

49

19

M.Sc. (Agri.), PGDM Ph.D. in Genetics

5.

Dr. A. R. Sadananda

2,614,257

20-Oct-07

56

29

S. K. Gupta

2,543,954

1-Dec-06

60

32

Ph.D. in Plant Breeding B.Sc. (Agri.)

Sateesh Hegde Dr. Surinder K. Tikoo**

2,509,000

1-Sep-06

51

29

830,100

30-Sep-08

61

38

Ph.D. in Botany

* DOJ Date of Joining 1. Gross remuneration shown above is subject to tax and comprises with salary, allowances, commission, incentives, monetary value of perquisites, companys contribution to Provident Fund and Superannuation Fund. 2. In addition to the above, employees are also entitled to gratuity, medical benefits, ESOPs, etc in accordance with the Company rules. 3. All the employees have adequate knowledge and experience to discharge the responsibility assigned to them. 4. ** Indicates that the employee was in service only for part of the year.

By Order of the Board For Advanta India Limited

Date: 30.04.2009 Place: Mumbai

V. R. Kaundinya Managing Director

Vikram R. Shroff Director

18

Advanta India Limited

ANNEXURE C FORMING PART OF THE DIRECTORS REPORT

Group for inter se transfer of shares under Regulation 3(1)(e) of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 1 2 3 4 1 2 3 4 5 6 7 8 9 10 11 12 1 1 2 3 4 5 6 7 1 2 3 4 5 6 7 8 9 PROMOTER DIRECTORS: Rajnikant Devidas Shroff and Family Sandra R. Shroff and Family Jaidev R. Shroff and Family Vikram R. Shroff and Family RELATIVES OF PROMOTER DIRECTORS: Poonam J. Shroff and Family Namrata V. Shroff and Family Varun J Shroff and Family Tania J Shroff and Family Rudritara J. Shroff and Family Mekhala V. Shroff and Family Ranjit V. Shroff and Family Shilpa R Shroff and Family Pradip Sagar and Family Jyotsna Bhatt and Family Jyotindra Bhatt and Family Shaila S Shroff and Family TRUST: Jai Trust PARTNERSHIP FIRMS: Akruti Products Sarjan Chemicals Prakriya Pharmachem Urja Chemicals UPL India Pot Plants Ultima Search GROUP COMPANIES: Agraja Properties Ltd. Agrinet Solutions Ltd. Archana Overseas Pvt. Ltd. Bharuch Enviro Infrastructure Ltd. Bloom Industrial Plastics Pvt. Ltd. Bloom Packaging Pvt. Ltd. Bloom Seals and Containers Pvt. Ltd. Bharuch Airport Infrastructure Pvt. Ltd. Coimbatore Integrated Waste Management Co. P. Ltd. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Daman Ganga Pulp & Papers Pvt. Ltd. Demuric Holdings Pvt. Ltd. Entrust Environment Ltd. Enviro Technology Limited Esthetic Finvest Pvt. Ltd. Force Aviation Pvt. Ltd. Gharpure Engineering & Constructions P. Ltd. Heline Environment Pvt. Ltd. Isar Builders & Developers Pvt. Ltd. Kerala Enviro Infrastructure Ltd. Khagay Environment Pvt. Ltd. Khaline Environment Pvt. Ltd. Latur Water Supply Management Co. Ltd. Mrugal Properties Ltd. Nerka Chemicals Pvt. Ltd. Nivi Trading Ltd. Praskand Environment Pvt. Ltd. R. Shroff Consultants Pvt. Ltd. Sanguine Holdings Pvt. Ltd. Search Enviro Ltd. Seiko Properties Pvt. Ltd. Sharvak Environment Ltd. Shatataraka Holdings Pvt. Ltd. Shivalik Solid Waste Management Ltd. Shroff Envirotral Pvt. Ltd. Shroffs United Chemicals Ltd. SWAL Corporation (I) Ltd. Uniphos Enterprises Ltd. United Phosphorus Ltd. Uniphos Agro Industries Ltd. UPL Environmental Engineers Ltd. UPL Djai Power Ltd. Uniphos (Cyprus) Limited Timberlane PTE. Ltd. United Phosphorus (Cayman Islands) Uniphos (Cayman Islands) Uniphos Envirotronic Pvt. Ltd. Venture Drive Limited (Cayman Islands) Vyom Finvest P. Ltd. Advanta Seeds Limited Unicorn Seeds Pvt Ltd.

and any body corporate and/or entity promoted / formed by any of the above. Family for this purpose includes spouse, dependent children and parents. By Order of the Board For Advanta India Limited

Date: 30.04.2009 Place: Mumbai 19

V. R. Kaundinya Managing Director

Vikram R. Shroff Director

CORPORATE GOVERNANCE REPORT

I. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE The basic Philosophy of Corporate Governance of the Company is to achieve business excellence and enhance the shareholder value, keeping in view the interests of all stakeholders. The Company stands by transparency in all dealings and strict regulatory compliance. The Company believes that strong Corporate Governance is indispensable for healthy business growth and to be resilient in a vibrant capital market is an important instrument of investor protection. The Companys products are marketed not only in India but all across the globe. The Company is therefore conscious of the fact that to achieve success, a very high level of ethical values is to be maintained by the Management Team and all other employees. II. BOARD OF DIRECTORS The Board of Directors is governed by provisions of the Companies Act, 1956, the Articles of Association of the Company and Clause 49 of the Listing Agreement with the Stock Exchanges. The Board has a current strength of six directors with a combination of executive and non-executive directors, which meets the stipulated requirements of the Listing Agreement. The composition and the category of directors on the Board of the Company as on 31st December, 2008, were as under: Sr. No. 1. 2. 3. 4. 5. 6. Particulars of the Directors Mr. Jai R. Shroff, Chairman Mr. Vikram R. Shroff, Director Mr. Hardeep Singh, Director Mr. Vinod Sethi, Director Dr. Vasant P. Gandhi, Director Mr. V. R. Kaundinya, Managing Director Category Non-executive and Non-Independent Director Non-executive and Non-Independent Director Non-executive and Independent Director Non-executive and Independent Director Non-executive and Independent Director Executive Director

Mr. Champak Kesari Burma, Company Secretary & Compliance Officer has resigned with effect from 31st October, 2008. The Company has appointed in his place Mr. H.K. Agarwal as the General Manager (Finance) & Company Secretary with effect from 1st November, 2008 and who is the Compliance Officer of the Company. Other provisions as to Board and Committees (i) Attendance of Directors at the Board Meetings and last Annual General Meeting held during the Reporting Period (01-01-2008 31-12-2008): The Board meets at least once in every quarter to review the quarterly results and other items on the agenda. Additional meetings are held, when necessary.

20

Advanta India Limited Eleven (11) Board Meetings were held during the year, and the gap between two meetings did not exceed three months. The dates on which the Board Meetings were held are as follows: Financial Quarter 2008 1st Quarter ended 31st March, 2008 Dates of Board Meeting 2nd January 2008 13th March 2008 31st March 2008 30th April 2008 24th June 2008 30th July 2008 16th September 2008 31st October 2008 5th November 2008 25th November 2008 5th December 2008

2nd Quarter ended 30th June, 2008 3rd Quarter ended 30th September, 2008 4th Quarter ended 30th December, 2008

(ii) Attendance of each Director at the Board Meeting, Last Annual General Meeting, Number of Directorship and Membership/Chairmanship of the committee in various companies during the Reporting period are as under : Name of Director Attendance Particulars of meetings Board Meeting Mr. V. R. Kaundinya Mr. Jai R. Shroff Mr. Vikram Shroff Mr. Vinod Sethi Dr. Vasant P. Gandhi Mr. Hardeep Singh 10 7 9 5 4 1 Last AGM Present Present Absent Present Absent Absent 1 14* 10* 10* 1* 5* Number of other Directorships Number of other Committee positions held Member NIL 1 2 5 1 1 Chairman NIL NIL NIL NIL NIL 3

* excludes Private Limited and Foreign Companies - For the purpose of reckoning number of Committees in which a Director is a member / chairman, the Memberships / Chairmanships in Audit Committee and Shareholders Grievance Committee alone are considered. - None of the Non-executive independent Directors have any pecuniary relationships or transactions with Company except the sitting fee paid for each meeting of the Board of Directors attended by them and the annual remuneration of Rs. 60.00 Lacs proposed for all of them with effect from 1st January, 2008 subject to approval of the Central Government and its approval is awaited. - All the Directors who are on various committees are within the permissible limits of the listing agreement. - None of the Directors has any relationship with other directors of the Company except Mr. Jai R. Shroff and Mr. Vikram R. Shroff who are own brothers. (iii) Availability of information to the Members of the Board The Board has complete access to any information within the Company and to any of our employees. At meetings of the Board, it invites the auditors, internal auditors and managers who can provide additional insights into the items being discussed. The Company encourages / facilitates participation in the deliberations of the Board by Directors who are unable to attend any meeting of the Board through audio / video conference, subject to their accessibility and availability. The information supplied to the Board Meetings includes: 21

Minutes of Audit and Investors Grievances Committee Meetings, as well as abstracts of circular resolutions passed, General Notice of interest of Directors, Annual / Quarterly Budgets, Capital Budgets and updates, Quarterly / half yearly / annual financial results, Dividend data, Materially important litigations, show cause notices, demand, prosecution and penalty notices, Details of any Joint Venture, acquisitions of Companies and collaboration agreements, Utilization of IPO proceeds, Details of foreign exchange exposure and the steps taken by the management to limit the risks of adverse exchange rate movement, Non-compliance of any regulatory, statutory or listing requirements as well as shareholders services such as nonpayment of dividend or delays, Information on recruitment of senior officers just below the Board level including appointment or removal of General Managers and Company Secretary, Inter-corporate investments, loans and guarantees, Acquisition of business, abroad and in India, Raising the limit of borrowing powers of the Board of Directors; and Review of the procedure for risk assessment and minimization. (iv) Annual disclosures of Directors interest as required under Section 299 of the Companies Act, 1956 Directors have furnished notice of disclosure of interest as required under Section 299(1) of the Companies Act, 1956 for the year 2009. Any change in their directorships / interest during the year would be disclosed to the Board as when such change occurs. The Company maintains Register of Contracts, Companies and Firms in which Directors are interested as provided under Section 301 (1) of the Companies Act, 1956. CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY We at Advanta India Limited have laid down a Code of Conduct for all Board members and senior management of the company. The Code of Conduct is available on the website of the Company www.advantaindia.com the code has been circulated to all the members of the Board and senior management and they have affirmed compliance with the code of conduct. A declaration signed by the Chief Executive Officer (CEO) to this effect is attached in the Corporate Governance Report. III. BOARD LEVEL COMMITTEES (A) Qualified and Independent Audit Committee: The Audit Committee was constituted in terms of Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement entered with the Stock Exchange (s). The terms of the reference of the Audit Committee are in conformity with the provisions of Clause 49 of the Listing Agreement entered with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Our Audit Committee comprises of three (3) Independent Non-Executive Directors and one (1) Non-Executive and NonIndependent Director. All members of Audit committee are financially literate and having accounting and related financial management exposure. Mr. Vinod Sethi, Chairman of the Audit Committee was present at the Annual General Meeting of the company held on 24th June, 2008. The Company Secretary acts as the secretary to the Audit Committee. Meetings of Audit Committee: During the year under review, five meetings were held. These were held on 4th February, 2008, 31st March, 2008, 30th April, 2008, 30th July, 2008 & 31st October, 2008. 22

Advanta India Limited The Constitution of the Committee and the attendance of each member at the Audit Committee Meetings: Name of the Director Designation Category No. of meetings attended during the year under review 5 5 4 2

Mr. Vinod Sethi Mr. Vikram R. Shroff Dr. Vasant P. Gandhi Mr. Hardeep Singh

Chairman Member Member Member

Independent Director Non-Executive Director Independent Director Independent Director

The meetings of the Audit Committee were attended by the heads of Finance and Statutory Auditors as invitees. The unaudited financial results for each quarter are approved by the Audit Committee before it is being passed on to the Board of Directors for approval and adoption. Terms and reference of the Audit Committee include a review of: Financial reporting process Draft financial statements (before submission to the Board) Accounting Policies and Practices Internal Controls and Internal Audit Systems Risk Management Policies and Practices Related Party Transactions Internal Audit Reports and adequacy of internal audit function Matters required to be included in the Directors Responsibility Statement in terms of Section 217 (2AA) of the Companies Act, 1956. Reviewing with the management, performance of Statutory and Internal Auditors Discussion with the Internal Auditors on any significant findings and follow-up thereon. Management Discussion and Analysis of financial conditions and results of operations Review of the financial statements of subsidiary Companies Recommending the Board, the appointment, re-appointment, replacement or removal of the Statutory Auditors and fixation of remuneration to Auditors for audit of accounts and other services Review of draft Auditors Report, in particular qualifications / remarks / observations made by the Auditors on the financial statements. (B) Remuneration Committee: The Companys remuneration policy is to attract and retain high caliber talent and to leverage on performance and is driven by the success and performance of the employees. The remuneration Committee was reconstituted on 13th March, 2008. The Remuneration Committee has been entrusted to decide and fix the remuneration payable to Managing Directors / Whole time Directors of the Company and the administration of the Employees Stock Option and shares Plan-2006. Remuneration Committee meetings were held twice during the year under review i.e. on 31st March, 2008 and 30th April, 2008, The Remuneration Committee consists of the following Directors: Name of the Director Mr. Hardeep Singh Mr. Vikram R. Shroff Mr. Jai Shroff Mr. Vinod Sethi* Dr. Vasant P Gandhi* Designation Chairman Member Member Member Member No. of Committee Meeting attended during the year 2008 NIL 2 1 2 2

* appointed as a member of Remuneration Committee with effect from 13th March, 2008. 23

The Remuneration Committee shall function in accordance with the terms of reference made by the Board of Directors, which are given as follows: 1. 2. 3. 4. 5. 6. To fix the remuneration packages of Executive Directors i.e., Managing Directors and Wholetime Directors, etc. To decide on the elements of remuneration package of all the Directors i.e. salary, benefits, bonus, stock options, pensions, etc. To administer the Employee Stock Option and Shares Plan 2006. Recommendation of fees/ compensation/ stock options, if any, to be paid/ granted, to Non-Executive Directors, including independent directors, of the Board. Meetings of the Committee shall be held whenever matters pertaining to the remuneration payable, including any revision in remuneration payable to Executive/ Non-Executive Directors are to be made. While approving the remuneration, the committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the Appointee: a) The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and shareholders. b) Carrying out any other function related to the terms of reference of the Remuneration Committee. 7. Any other functions / powers / duties as may be entrusted by the Board from time to time.

Details of remuneration paid to the Directors during the year 2008: Name of the Director Relationship with other Directors Sitting fee Mr. V. R. Kaundinya Mr. Vinod Sethi Mr. Hardeep Singh Dr. Vasant P. Gandhi NIL NIL NIL NIL NIL 1.00 0.20 0.80 Remuneration paid for the Year 2008 Rs in Lacs Salary* 110.61 NIL NIL NIL Commission NIL NIL NIL NIL Total 110.61 1.00 0.20 0.80

* inclusive of salary, perquisites and contribution to Provident Fund and Superannuation Fund but does not include Gratuity, Stock Options and leave encashment. Remuneration Policy for Non-Executive Directors: The Non-Executive Independent Directors are paid sitting fees of Rs 20,000/- for each meeting of the Board attended by them. The total amount of sitting fees for the year was Rs.2.00 Lacs. It is also approved to pay an annual remuneration to all the Non-Executive Independent Directors upto a maximum amount of Rs. 60 Lacs in aggregate with effect from 1st January, 2008 for a period of Five Years in 14th Annual General Meeting. However approval of Central Government is awaited. (C) Shareholders / Investors Grievance Committee: The Board of Directors of the company has constituted Shareholders / Investors Grievance Committee on January 22, 2007, comprising of three (3) Non-Executive Directors. The Shareholders / Investors Grievance Committee consists of the following Directors: 1. Mr. Vinod Sethi, Independent Director - Chairman 2. Mr. Vikram R. Shroff, Non-Executive Director - Member 3. Mr. Jai Shroff, Non- Executive Director - Member Shri H K Agarwal, General Manager (Finance) and Company Secretary, is the Compliance Officer with effect from 1st November, 2008, consequent to resignation of Mr. Champak Kesari Burma as the Company Secretary. The Company has appointed M/s. Sharepro Services (India) Pvt. Ltd. to act as Registrar and Transfer Agent of the Company. 24

Advanta India Limited The Committee deals with matters relating to transfer / transmission of shares, issue of duplicate share certificates, review of shares dematerialized, and all other related matters. The Committee also monitors redressal of investors grievances. Particulars of investors grievances received and redressed are furnished in the Investor Information Section of this Annual Report. Status of Complaints / Grievances during the period: Sr. No. 1. 2. 3. Particulars Number of shareholders complaints received so far. Number of complaints not solved to the satisfaction of shareholders. Number of pending complaints. Number of Complaints Nil Nil Nil

The complaints had been attended to within seven days from the date of receipt of the complaint as communicated by our Registrars and Share Transfer Agents, M/s. Sharepro Services (I) Pvt. Ltd. IV. GENERAL BODY MEETINGS The Company held its last three Annual General Meetings as under: a) Location and time of the last three Annual General Meetings (AGMs) AGM Year Venue Date Time Special Resolutions Passed Yes

14th

2007

The Chancery, 10/6, Lavelle Road, Bangalore 560001. St. Marks Hotel, Bangalore No.405,4th Floor, A Wing, Carlton Towers, No.1, Airport Road, Bangalore 560008

24th June, 2008

11:00 a.m.

13th 12th

2006 (01/04/06 31/12/06) 2005 06 (01/04/05 31/03/06 )

28th June, 2007 20th September, 2006

11:00 a.m.

None

10:30 a.m.

Yes

b)

Special Resolution passed in the previous three (3) Annual General Meetings (AGMs) No. of Special Resolutions passed 1 Details of the Special Resolutions To approve the shifting of Registered Office of the Company from the state of Karnataka to the State of Andhra Pradesh subject to confirmation by the Company Law Board NIL i. ii. Appointment and fixing Remuneration of Managing Director Amendment to Memorandum and Articles of Association

Date of AGM 24th June, 2008

28th June, 2007 20 September, 2006

th

Nil 5

iii. Resolution u/s 81 (1A) for Initial Public Offer iv. Resolution for issue of shares under Employees Stock Option and Shares Plan 2006 v. Resolution for Sitting Fees to Directors

25

c) Special Resolutions passed at the Extra Ordinary General Meetings (EGMs) in last three years Date of EGM 22nd January, 2007 28th May, 2007 31st October, 2008 No. of Special Resolutions passed 1 1 2 Details of the Special Resolutions Resolution u/s 293 (1) (d) for increase in the Borrowing Powers of the Board Increase in the Ceiling Limit on total holdings of Foreign Institutional Investor Postal Ballot During the year, no special resolutions were passed through Postal Ballot. Person who conducted the Postal Ballot exercise Not Applicable Special Resolution is proposed to be conducted through Postal Ballot Special resolution to be passed at the ensuing Annual General Meeting of the company are not proposed to be put through Postal Ballot. However for other special resolutions, if any, in the future, the same will be decided at the relevant time. Procedure for Postal Ballot The procedure for Postal Ballot is as per the provisions contained in this behalf in the Companies Act ,1956 and rules made there under namely Companies (Passing of the resolutions by Postal Ballot rules, 2001). V. DISCLOSURES The shareholding of the Non-Executive / Independent Directors of the Company as on 31st December, 2008 is given below: Name of Director Jai R. Shroff Vikram R. Shroff Mr. Vinod Sethi Mr. Hardeep Singh i) Nature of Directorship Non-Executive Director Non-Executive Director Independent Director Independent Director No. of Equity Shares 1,015,350 846,650 5,000 5,000 Percentage to the paid up capital (Equity) 6.03 % 5.03 % 0.0297 % 0.0297 % To ratify the Employees Stock Options and Shares Plan, 2006 to enable the Company for fresh grant of options To enable the Company to grant fresh options to the employees of its Subsidiaries.

Disclosure on materially significant related party transactions that may have potential conflict with the investors of the Company at large. The particulars of transactions between the Company and its related parties as per the Accounting Standard -18 Related Party Disclosure issued by the Institute of Chartered Accountants of India (ICAI) are set out at Schedule U, Point No 9 to the Annual Accounts. Member may refer to notes of accounts for details of related party transactions. None of the transaction with the related parties is in conflict with the interest of the Company.

ii)

No strictures / penalties have been imposed on the Company by the Stock Exchanges or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to the Capital Markets during the last three years. Company has complied with the requirement of regulatory authorities on capital market and no penalties or strictures imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter relating to the capital markets during the last three years. 26

Advanta India Limited iii) Compliance with mandatory requirements and adoption of non mandatory requirements of this clause: Your Company has complied with all the mandatory requirements of the Clause 49 of the Listing Agreement. The details of these compliances have been given in the relevant sections of this report. iv) The Securities and Exchange Board of India (SEBI) vide notification dated 20th February, 2002, has amended the SEBI (Insider Trading) Regulations, 1992. As per these regulations, the Company has appointed Mr. H K Agarwal, as the Compliance Officer of the Company who will be responsible for formulating policies, procedures, monitoring adherence to the rules for the preservation of price sensitive information, pre- clearance of trades, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board. The Company also has proposed its own code of internal procedures and conduct for preventions of insider trading which provides for Trading Window restrictions, disclosure requirements and also pre-clearance of trades in the Companys securities, which has to be approved by the Board.

VI. MEANS OF COMMUNICATION The companys corporate website www.advantaindia.com provides comprehensive information about its portfolio of businesses, section on investor relations, which serves to inform and service the shareholders allowing them to access information at their convenience. In the process of reviewing the site and making it more investor friendly, Advanta has made about variations in the website. You can also lodge any investor related queries, complaints or submit your suggestions to the Company on investor@advantaindia.com, the companys exclusive site and also communicate through investors toll number provided therein. Members are requested to quote their e-mail address, telephone number and full address for prompt reply to their communication. Quarterly and Annual results are regularly submitted to stock exchanges and also published in English and Kannada viz. Economic Times /Business Standard ( English) Bangalore Publication and Times of India (Kannada) - Bangalore Publication. All these results including the entire Report are made available on the Companys website and are also made available to the investors through fax/mail on demand. Audited Accounts, Consolidated Financial Statements, Directors Report, Auditors Report and Managements Discussion and Analysis forms part of the Annual Report which is mailed to the shareholders and others entitled thereto of the Company. The Website also displays the official News releases. The Management Discussion and Analysis forms a part of Annual Report. STATEMENT PURSUANT TO CLAUSE 38 OF THE LISTING AGREEMENTS The Companys Equity Shares are currently listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid the Listing Fees up to 31st December, 2008 VII. GENERAL SHAREHOLDERS INFORMATION Sr. No. Details of 15th Annual General Meeting (i) Date and Time Venue (ii) Financial Calendar Financial Reporting for the Year 2008 (Results announced on ) 31st March, 2008 30th April, 2008 30th June, 2008 30th July, 2008 30th September, 2008 31st October, 2008 31st December, 2008 30th March, 2009 Quarter ended 31st March, 2009 on or before 30th April, 2009 Quarter ending 30th June, 2009 on or before 30th July, 2009 Quarter ending 30th September, 2009 on or before 31st October, 2009 Quarter ending 31st December, 2009 on or before 31st January, 2010 27 22nd June, 2009 at 11.30 a.m. Quoram Hall, Hotel Minerva Grand, Sarojini Devi Road, Secunderabad 500 003, Andhra Pradesh, India

Financial Reporting for the Year 2009 (Tentative)

(iii) (iv) (v)

Book Closure (Both days inclusive) Dividend Payment Date Listing on Stock Exchanges Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. National Stock Exchange of India Limited (NSE) Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051.

15th June, 2009 to 22nd June, 2009 On or After 28th June, 2009 In B1 category

In EQ series 532840 ADVANTAEQ

(vi)

Stock Codes / Symbol Scrip Code on BSE Symbol on NSE International Security Identification Number (ISIN) National Securities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL) INE517H01010 INE517H01010

(vii)

MARKET PRICE DATA ANNUAL HIGH-LOW PRICE HISTORY Month Financial Year 2008 January February March April May June July August September October November December Note High and Low are in rupees. Bombay Stock Exchange Limited (BSE) High 1,740.00 1,150.00 1,120.00 1,037.95 990.05 924.00 897.00 861.00 785.00 680.00 601.00 600.95 Low 892.05 898.95 750.05 900.00 840.00 827.00 650.00 735.00 600.10 311.90 437.40 455.00 National Stock Exchange Limited (NSE) High 1,873.50 1,183.00 1,148.55 1,050.00 970.00 944.00 880.00 823.95 842.85 687.10 618.00 603.00 Low 911.40 899.00 790.00 815.20 882.00 801.30 700.00 702.00 570.00 311.00 448.00 433.60

28

Advanta India Limited (viii) Stock Performance in comparison to broad based indices for FY 31st December 2008 - BSE Sensex vs Advanta

Stock Performance in comparison to broad based indices for FY 31st December 2008 - NSE Nifty vs Advanta

Registrar and Transfer Agent

M/s. Sharepro Services (India) Pvt. Ltd. Samhita Complex, Gala No. 52 to 56, Building No. 13 A-B, Near Sakinaka Telephone Exchange, Andheri-Kurla Road, Sakinaka, Mumbai - 400 072. India E-mail : sharepro@vsnl.com

29

SHARE TRANSFER SYSTEM With a view to expedite the process of share transfers, the Board of Directors of the Company has delegated the power of share transfers to the Committee of the Directors. The shares for transfer which are received in physical form are processed and the share certificates returned within a period of 10 to 15 days from the date of receipt, subject to the documents being valid and complete in all respects. The Company has, as per SEBI Guidelines, offered the facility of transfer-cum-demat. Under the said system, after the share transfer is effected, an option letter is sent to the transferee indicating the details of the transferred shares and requesting him, in case he wishes to demat the shares, to approach a Depository Participant (DP) with the option letter. The DP, based on the option letter, generates a demat request and sends the same to the Company along with the option letter issued to the Company. On receipt of the same the Company dematerializes the shares. In case the transferee does not wish to dematerialize the shares, he need not exercise the option and the Company will dispatch the share certificates after 15 days from the date of such option letter. DEMATERIALIZATION OF SHARES Pursuant to notification issued by SEBI, w.e.f. 28-08-2000, the shares of the company are under the compulsory demat settlement mode and can be traded only in the demat form. As on 31st December, 2008, 98% (97.99% approx) of the total issued share capital is held in dematerialized form with National Securities Depositories Limited (NSDL) and Central Depository Services Limited (CDSL). Name of Depository NSDL CDSL TOTAL Number of Shares held in dematerialized form 16,452,735 46,516 16,499,251 Percentage (%) of Issued Capital 97.72 0.28 98.00

Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs / ADRs / Warrants or Convertible instruments. PLANT LOCATIONS 1. B Camp Post, Krishna Nagar, Kurnool 518 002, A.P. 2. Kalakkal Village, Toopran Mandal, Medchal A.P. 3. Bharati Brahma Seeds, Nutankal Village, Medchal Mandal, Ranga Reddy District, 501 082, Andhra Pradesh ADDRESS FOR CORRESPONDENCE a) Investor Correspondence : M/s. Sharepro Services (I) Pvt. Ltd. Samhita Complex, Gala No. 52 to 56, Building No. 13 A-B, Near Sakinaka Telephone Exchange, Andheri-Kurla Road, Sakinaka, Mumbai - 400 072 OR Advanta India Limited 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad 500 003. (A.P.) : Mr. H. K. Agarwal C/o Advanta India Ltd. 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad 500 003. (A.P.) : investor@advantaindia.com 30

b) For queries relating to Financial Statements of the Company may be addressed to :

c) Exclusive E-mail ID of Grievance Redressal Division

Advanta India Limited DISTRIBUTION OF SHAREHOLDINGS AS ON 31ST DECEMBER, 2008 Category (Shares) (1) Less than 500 500 1001 2001 3001 4001 5001 Total 1000 2000 3000 4000 5000 10000 Shareholders Folio(s) (2) 2,822 58 22 9 1 5 5 43 2,965 % (3) 95.177 1.956 0.742 0.304 0.034 0.169 0.169 1.450 100.000 Shareholding Shares (4) 116,663 48,574 31,656 21,749 3,500 24,035 45,949 16,544,533 16,836,659 % (5) 0.693 0.289 0.188 0.129 0.021 0.143 0.273 98.265 100.000

10001 - 99999999998

31

SHAREHOLDING PATTERN AS ON 31ST DECEMBER 2008

No. of shareholders Total No. of Shares Total shareholding as a No. of percentage of total shares held No. of shares in dematerialised As a % As a % of form (A+B) (A+B+C)

Category Code (A) 1) (a) (b) (c) (d) (e) 2) (a) (b) (c) (d)

Category of shareholder Shareholding of Promoter & Promoter Group Indian Individuals/Hindu Undivided Family Central Government/State Government(s) Bodies Corporate Financial Institutions/Banks Trust SUB TOTAL (A) (1) Foreign Individuals (Non-Resident Individuals/ Foreign Individuals) Bodies Corporate Institutions/FII Any other (Specify) SUB TOTAL (A )(2) Total Shareholding of Promoter and Promoter Group (A) = (A) (1)+(A) (2)

7 6 13

846,656 9,243,494 10,090,150

846,650 8,906,094 9,752,744

5.03 54.90 59.93

5.03 54.90 59.93

1 1 14 12 15 27 174 2,710 6 7 27 2,924 2,951 2,965

1,015,350 1,015,350 11,105,500 1,586,975 2,852,770 4,439,745 690,876 234,840 352,896 4,020 8,782 1,291,414 5,731,159 16,836,659

1,015,350 1,015,350 10,768,094 1,586,975 2,852,770 4,439,745 690,876 234,838 352,896 4,020 8,782 1,291,412 5,731,157 16,499,251

6.03 6.03 65.96 9.43 16.94 26.37 4.10 1.40 2.10 0.02 0.05 7.67 34.04 100.00

6.03 6.03 65.96 9.43 16.94 26.37 4.10 1.40 2.10 0.02 0.05 7.67 34.04 100.00

(B) 1) (a) (b) (c) (d) (e) (f) (g) 2) (a) (b)

Public shareholding Institutions Mutual Funds / UTI Financial Institutions/Banks Central Government/State Government(s) Venture Capital Fund Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Sub-Total (B) (1) Non-Institutions Bodies Corporate Individuals i) Individual shareholders holding nominal share Capital upto Rs.1 Lakh ii) Individual shareholders holding nominal share capital in excess of Rs.1lakh

(c)

Any other (Specify) a) Non-Resident (NON-REP) b) Non-Resident (REP) Sub-Total (B) (2) Total Public Shareholding (B) = (B) (1) + (B) (2) Total (A) + (B)

(C)

Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL (A) + (B) + (C)

2,965

16,836,659

16,499,251

100.00

100.00

32

Advanta India Limited

For Advanta India Limited

Date: 30.04.2009 Place: Mumbai

V. R. Kaundinya Managing Director

Vikram R. Shroff Director

Declaration under Clause 49-V of the Listing Agreement regarding compliance by all Board members and Senior Management Personnel with the Companys code of conduct The Board of Advanta India Ltd. laid down a code of conduct for all the Board Members and Senior Management. The code of conduct has been posted in Uniform Resource Locator (URL) namely www.advantaindia.com. All the Board Members and Senior Managerial Personnel have affirmed compliance of code.

Date: 30.04.2009 Place: Mumbai

V. R. Kaundinya Managing Director

Vikram R. Shroff Director

33

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To The members of Advanta India Limited

I have examined the compliance of conditions of corporate governance by Advanta India Limited for the year ended 31st December 2008 as stipulated in Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges. The compliance of conditions of corporate governance is the responsibility of the management. My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied in all material respects with the conditions of corporate governance as stipulated in the above-mentioned Listing Agreement. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Hyderabad Date : 30th April 2009

P. KONDA REDDY Practising Company Secretary Membership No. FCS 4384

34

Advanta India Limited

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS The core business of Advanta is seeds and agricultural biotechnology. Advanta is a unique Indian Company that has global operations in seeds and has leadership position in some of the crops like Sunflower, Sorghum and Sweet Corn. Advanta has taken giant strides in the last three year period to emerge as one of the fastest growing seed and biotech Companies in the world. It has sharp focus on its strategies, enhanced research investments, acquired five businesses around the world, entered the vegetables seed business for the first time, made investment in biotech area, introduced transgenic crops in India, Argentina and Australia. It has set up a global supply chain function and strengthened the organization considerably. OPPORTUNITIES AND THREATS The need for continuously increasing agricultural productivity is high and on the priorities of many countries including India. This is possible only by increasing the genetic potential of the seeds on a continuous basis. Seed is the most critical input in this process. So, the demand for good quality hybrid seeds will keep increasing around the world. This is the biggest opportunity for companies like Advanta. The increasing role of biotech crops adds a new dimension to the opportunities in the market. The biotech crops are adding significant value to the seed market in different crops and different geographies of the world. Bioenergy from biomass and cellulose based feedstock is an emerging opportunity for the future. Advanta with its significant presence in the sorghum market is positioned well to take advantage of this opportunity. Healthy edible oils is another market segment that is growing very rapidly due to increasing income levels and awareness levels among the people. Advanta is ideally positioned in this area through the Nutrisun project and high oleic sunflower oil project. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE Business Segment: The Company has considered business segment as the primary segment for disclosure. The Company is engaged in research, production and distribution of Hybrid seeds, which, in the context of Accounting Standard 17 in India, is considered the only Business Segment. Geographical Segment: Segment information has not been given as Management is of the view that the said information would be prejudicial to the interest of the Company. Outlook: The global financial meltdown and reduced agricultural commodity prices have an impact on the business prospects for the next year, although it is expected to be marginal. The farmers in general had a successful year in 2008 and hence will be in a good position to plant significant acreages of high quality crops in 2009. There is a continuing demand for agricultural commodities and we expect 2009 to be a good year again. RISKS AND CONCERNS In the current situation the areas of concern are the possible pressures on selling prices, the credit risks in some of the markets in the world, the farmers agitation in Argentina and the cash crunch in some of the countries due to a squeeze on lending by the banks. The risks related to weather continue to be there as usual. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Advanta has a robust internal audit and control system which is a process overseen by the Board of Directors, Management and other personnel, and provides reasonable assurance regarding the effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations. The Companies internal Audit function is staffed with qualified and experienced people. 35

The Standard Operating Procedures (SOPs) put in place by the company are in line with the best global practices, and have been laid down across the process flows, along with authority controls for each activity. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE The company has achieved consolidated revenue of Rs. 61,755.58 lacs including the income from operations, registering a growth of 45% over last year. The main growth was contributed by Sunflower, Sorghum, Corn and Vegetables. The interest & financial charges and depreciation & amortization were higher as compared to last year on account of loans for acquisitions and amortization of intangible assets acquired. The profit after tax has increased by Rs. 680.74 lacs to Rs. 5,137.20 lacs. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED We have strengthened the deployment of high quality employees in all the key functions through recruitments. The Company believes in their immense potential to innovate and organizational development. The Company provides need-based training to employees to develop their inherent skills and update them in a changing scenario. This has enhanced a feeling of kinship and organizational loyalty leading to performance improvement. A cordial industrial environment prevailed at all the locations of the Company during the year under review. CAUTIONARY STATEMENTS Statement in this Management and discussion analysis describing the company objectives, projections and estimates and expectations may be Forward Looking statements within the meaning of applicable laws and regulations . Actual may differ substantially or materially from those expressed or implied. Important development that could effect the company operations include a downward trend in the Domestic Industry, Monsoon, rise in input cost, exchange rate fluctuations and significant change in Political & Economic environment in India, environment standards,Tax laws, litigations and labour relations.

36

Advanta India Limited

AUDITORS REPORT
To The Members of Advanta India Limited 1. We have audited the attached Balance Sheet of Advanta India Limited as at 31st December, 2008 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order. Without qualifying our opinion we draw attention to Note 15.1 of Schedule U of the financial statements, the remuneration paid to the Managing Director is in excess of the limits specified in Schedule XIII of the Companies Act, 1956 by Rs. 91.09 Lacs for which steps are being taken by the Company to obtain Central Government approval. Pending, final outcome of the Companys application, no adjustments have been made to the financial statements. Further to our comments in the Annexure referred to above, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account; (d) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; (e) On the basis of written representations received from the Directors, as on 31st December, 2008 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st December, 2008 from being appointed as a Director under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; (f) In our opinion and to the best of our information and according to the explanations given to us, the accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) In the case of the balance sheet, of the state of affairs of the Company as at 31st December, 2008; and b) In the case of the profit and loss account, of the profit of the Company for the year ended on that date; and c) In the case of cash flow statement, of the cash flows for the year ended on that date. For S.V. GHATALIA & ASSOCIATES Chartered Accountants per Sudhir Soni Partner Membership No.: 41870 37

2.

3.

4.

5.

Place : Mumbai Date : 30th March, 2009

Advanta India Limited Annexure referred to in paragraph 3 of our report of even date (i) (a) (b) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets. As explained to us, some of the fixed assets have been physically verified by the management under the phased programme of physical verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification. There was no substantial disposal of the fixed assets during the year. The management has conducted physical verification of inventory at reasonable intervals. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. The Company has granted an interest free loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,100 lacs and the year-end balance of the loan granted to such company was Nil. In our opinion and according to the information and explanations given to us, the other terms and conditions for said loan are not prima facie prejudicial to the interest of the Company. In respect of loans granted, repayment of the principal amount is as stipulated. There is no overdue amount of loan granted to a company covered in the register maintained under section 301 of the Companies Act, 1956. The Company has taken loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7,330.34 lacs and the year-end balance of the loan taken from such company was Rs. 2,853.05 lacs. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company. In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

(c) (ii) (a) (b) (c) (iii) (a)

(b) (c) (d) (e)

(f) (g)

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. (v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered. In respect of transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

(b)

(vi) The Company has not accepted any deposits from the public. (vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. (viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company. (ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealthtax, service tax, customs duty, cess and other material statutory dues applicable to it. Excise duty is not applicable to the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, 38

(b)

Advanta India Limited sales-tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the records of the Company, the dues outstanding of income-tax on account of any dispute are as follows: Name of the Statute Income Tax Act, 1961 Nature of Dues Income Tax Amount (Rs. in lacs) 59.94 0.07 50.74 137.39 Period to which the amount relates Assessment year 1999-00 Assessment year 2003-04 Assessment year 2005-06 Assessment year 2006-07 Forum where dispute is pending Income Tax Appellate Tribunal Commissioner of Income Tax (Appeals) Commissioner of Income Tax (Appeals) Commissioner of Income Tax (Appeals)

According to the information and explanation given to us, there are no dues of sales tax, wealth-tax, service tax, customs duty and cess which have not been deposited on account of any dispute. (x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year. (xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. (xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company. (xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. (xix) The Company did not have any outstanding debentures during the year. (xx) The Company has not raised any money through public issue during the year. (xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. For S.V. GHATALIA & ASSOCIATES Chartered Accountants per Sudhir Soni Partner Membership No.: 41870 Place : Mumbai Date : 30th March, 2009 39

BALANCE SHEET AS AT 31ST DECEMBER, 2008

Schedule As at 31st As at 31st December, 2008 December, 2007 (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

SOURCES OF FUNDS Shareholders Funds a) Share Capital b) Share Application Money Pending Allotment c) Reserves and Surplus Loan Funds a) Secured Loans b) Unsecured Loans Deferred Tax Liability (Net) Total APPLICATION OF FUNDS Fixed Assets a) Gross Block b) Less: Accumulated Depreciation / Amortisation c) Net Block d) Capital Work-in-progress including capital advances Investments Current Assets, Loans and Advances a) Inventories b) Sundry Debtors c) Cash and Bank Balances d) Other Current Assets e) Loans and Advances (A) Less : Current Liabilities and Provisions a) Liabilities b) Provisions Net Current Assets Total Notes on Accounts As per our report of even date (B) (A-B)

A B

1,683.67 2.46 42,317.41 44,003.54

1,683.45 41,611.35 43,294.80 1,348.65 6,500.00 7,848.65 598.32 51,741.77

C D E

4,380.18 5,853.05 10,233.23 602.57 54,839.34

F 10,317.96 2,558.17 7,759.79 53.29 G H I J K L M 6,910.34 406.61 7,316.95 5,424.75 54,839.34 U 6,002.28 362.03 6,364.31 9,594.52 51,741.77 5,669.47 3,430.11 361.29 74.62 3,206.21 12,741.70 7,813.08 41,601.51 10,143.40 1,712.24 8,431.16 49.23 8,480.39 33,666.86 6,313.48 4,140.44 1,810.88 1,641.00 2,053.03 15,958.83

The Schedules referred to above and notes to accounts form an integral part of Balance Sheet For and on behalf of the Board of Advanta India Limited For S. V. Ghatalia & Associates Chartered Accountants per Sudhir Soni Partner Membership No.: 41870 Mumbai 30th March, 2009 40 Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Mumbai 30th March, 2009 Ram V. Kaundinya Managing Director H. K. Agarwal Company Secretary

Advanta India Limited

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST DECEMBER, 2008
Schedule (Rs. in lacs) INCOME Sales Less: Rebates and discounts Other Income From Operations Other Income EXPENDITURE Cost of Goods Manufactured / Raw Material Consumed Decrease / (Increase) in Stocks Personnel Expenses Operating and Other Expenses Interest and Other Financial Costs Depreciation / Amortisation N O P Q R S T 13,931.03 1,268.47 12,662.56 218.51 3,349.61 16,230.68 4,720.24 1,000.48 2,165.24 4,246.91 2,167.90 870.39 15,171.16 1,059.52 56.68 (56.68) 4.25 70.31 74.56 984.96 128.02 856.94 4,000.67 4,857.61 168.39 28.62 125.00 Current Year (Rs. in lacs) Previous Year (Rs. in lacs) 10,601.79 907.33 9,694.46 602.99 1,825.73 12,123.18 7,424.44 (4,453.37) 1,548.35 3,904.03 1,132.58 634.77 10,190.80 1,932.38 153.00 424.49 52.51 630.00 1,302.38 83.13 1,219.25 3,103.38 4,322.63 168.35 28.61 125.00 321.96 4,000.67

PROFIT BEFORE TAXATION Provision for Taxation - Current Tax - MAT credit entitlement - Deferred Tax Charge - Fringe Benefit Tax Total tax expense PROFIT AFTER TAXATION AND BEFORE PRIOR PERIOD ITEMS Less: Prior Period Expenses - Others [Net of Tax: Rs. 128.02 lacs (Previous Year: Rs. 57.16 lacs)] NET PROFIT Balance brought forward from previous year Profit available for appropriation Appropriations: Proposed Dividend Tax on Distributed Profits Transfer to General Reserve

322.01 Surplus carried to Balance Sheet 4,535.60 Earning Per Share : Basic 5.09 7.79 Diluted 5.05 7.73 Face value Per Share (Rs.) 10.00 10.00 (Refer Note No.12 in Schedule U) Notes on Accounts U The Schedules referred to above and the notes to accounts form an integral part of the Profit and Loss Account As per our Report of even date For and on behalf of the Board of Advanta India Limited For S. V. Ghatalia & Associates Chartered Accountants Vikram R. Shroff Ram V. Kaundinya per Sudhir Soni Director Managing Director Partner Membership No.: 41870 Manoj Gupta H. K. Agarwal Chief Financial Officer Company Secretary Mumbai Mumbai 30th March, 2009 30th March, 2009 41

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER, 2008
Current Year (Rs. in lacs)
A CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Taxation Adjustments for : Depreciation Bad Debts Excess Interest Income written off Loss/(Profit) on sale of Fixed Assets Loss/(Profit) on sale of Investments Provision for Doubtful Debts Interest received Dividend Received Interest paid (Excess) / Short Provision for depreciation Operating Profit before working capital changes Adjustments for: Decrease / (Increase) in Sundry Debtors (Increase) / Decrease in Loans and Advances Decrease / (Increase) in Inventories Increase in Current Liabilities Increase in Provisions Cash generated from Operations Direct taxes paid Cash flow before prior period adjustments Prior Period Adjustments (Other than Taxation) Net cash from Operating Activities B CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets and Intangible Assets Sale of fixed assets Purchase of Investments in subsidiary Payment towards Milestone Purchase of other Investments Sale of Investments Maturity of fixed deposits (net) Loan to Subsidiary Loan to others Interest received Dividend received Net Cash used in Investing Activities 1,059.52 870.39 13.69 49.64 17.33 (2,581.44) 191.75 (113.31) (499.06) 1,740.17 (11.63) 634.77 7.90 68.14 (1,809.78) 678.38 9.67

Previous Year (Rs. in lacs)

1,932.38

(322.47) 737.05

(410.92) 1,521.46

504.90 (841.65) 644.01 1,156.73 40.78

(A)

1,504.77 2,241.82 (378.11) 1,863.71 (128.02) 1,735.69 (432.27) 223.49 (24,734.56) (1,000.00) 19,381.35 1,183.30 1,630.05 499.06 (3,249.58) 26,217.21 (23,832.63) 2.67 46.13 (991.82) (165.35) (28.61) 1,247.60 (266.29) 462.69 196.40 1.99 194.41 164.89 361.29 (164.89) 196.40

(3,658.55) 19.07 (4,550.09) 3,771.10 89.73

(4,328.74) (2,807.28) (750.65) (3,557.93) (83.13) (3,641.06) (7,569.33) 20.68 (33,250.44) (50.01) (1,337.50) 8,250.44 (3.50) 485.31 (33,454.35) 3,848.65 (439.39) 32,113.25 (1,814.81) (662.31) (168.35) (28.61) 32,848.43 (4,246.98) 4,709.67 462.69 10.02 452.67 1,348.19 1,810.88 (1,348.19) 462.69

(B)

CASH FLOW FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayment of long-term borrowings Proceeds from Issue of equity shares Share premium received Interest paid Dividend Paid Tax on distributed Profits Net cash from Financing Activities (C) Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Components of Cash and Cash Equivalents Cash on Hand Balance with Scheduled banks On Current Accounts On Deposit Accounts [Including Fixed Deposits receipts of Rs. Nil (Previous Year: 1,000 lacs) pledged with Bankers against guarantees given by them] Cash and bank balance as per Balance Sheet Less: Long term deposits considered in investing activities Cash and cash equivalents considered for cash flows

As per our Report of even date For and on behalf of the Board of Advanta India Limited For S. V. Ghatalia & Associates Chartered Accountants per Sudhir Soni Partner Membership No.: 41870 Mumbai 30th March, 2009 Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Mumbai 30th March, 2009 Ram V. Kaundinya Managing Director H. K. Agarwal Company Secretary

42

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs) SCHEDULE A SHARE CAPITAL Authorised 20,000,000 (Previous Year : 20,000,000) Equity Shares of Rs. 10 /- each Issued, Subscribed and Paid-up 16,836,659 (Previous Year : 16,834,500) Equity Shares of Rs.10/- each fully paid-up Total (For details of Stock options outstanding refer Note No. 7 in Schedule U) SCHEDULE B RESERVES AND SURPLUS Capital Reserve State Investment Subsidy General Reserve Balance as per last Balance Sheet Add : Transferred from Profit and Loss Account Add : Transferred from Contingency Reserve Less : Adjustment for employee benefit provisions {Net of tax Rs. Nil ( Previous Year: Rs. 9.87 lacs)} Foreign Currency Transaction Reserve Balance as per last Balance Sheet Add : Exchange difference during the year on net investment in non-integral operations Less : Reversal on conversion of loan given to subsidiary company into investment in the said company Contingency Reserve Balance as per last Balance Sheet Less : Transferred to General Reserve Securities Premium Account Balance as per last Balance Sheet Add : Received during the year on issue of equity shares Add : Public issue expenses (charged) / reversed (Net) Amalgamation Reserve Balance in Profit and Loss Account Total 43 1,123.10 125.00 568.00

2,000.00

2,000.00

1,683.67 1,683.67

1,683.45 1,683.45

20.00

20.00 1,017.28 125.00 19.18

1,816.10 568.00 568.00

1,123.10 (352.44) (244.16) 596.60 568.00 568.00

35,182.37 5.94 40.19 35,228.50 717.21 4,535.60 42,317.41

5,775.00 31,607.55 (2,200.18) 35,182.37 717.21 4,000.67 41,611.35

SCHEDULE FORMING PART OF THE BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs) SCHEDULE C SECURED LOANS From Banks: On Cash Credit / Packing Credit Loan On Working Capital Demand Loan The aforesaid loans are secured by pari passu first charge by way of hypothecation of entire stocks of raw materials, finished goods, work-in-process, consumable stores and spares and such other movables including book-debts, outstanding monies, receivables, both present and future. Total SCHEDULE D UNSECURED LOANS Term Loans From Banks From a Company Total Repayable within one year

3,150.18 1,230.00

1,348.65

4,380.18

1,348.65

3,000.00 2,853.05 5,853.05 2,853.05

5,500.00 1,000.00 6,500.00 2,500.00

SCHEDULE E DEFERRED TAX LIABILITY (NET) Deferred Tax Liabilities Differences due to accelerated amortisation of intangibles under Income Tax Act Differences in depreciation and other differences in block of fixed assets as per tax books and financial books Deferred Tax Asset (Refer Note Below) Unabsorbed Depreciation Provision for Doubtful Advances / Debtors Effect of expenditure debited to profit and loss account in the current year but allowed for tax purposes in following years Net Deferred Tax Liability

624.68 274.15 898.83 131.56 104.04

410.07 296.88 706.95 38.87

60.66 296.26 602.57

69.76 108.63 598.32

Note:The company has recognised deferred tax asset since the management believes that the reversal of timing difference on account of depreciation would result in sufficient future taxable income against which the said deffered tax asset can be realised. 44

SCHEDULE FORMING PART OF THE BALANCE SHEET

(Rs. in lacs) GROSS BLOCK As at 1st January, 2008 Additions Deductions/ during the Adjustments year during the year 35.45 140.00 32.66 0.27 123.84 72.05 43.88 (4.23) 18.11 123.92 485.80 1,308.53 214.07 146.99 101.28 453.72 19.75 47.05 14.49 75.26 21.07 28.70 1.35 5.72 (0.01) 5.77 114.42 523.26 40.83 69.98 123.92 371.38 785.27 173.24 77.01 As at 31st December, 2008 As at 1st January, 2008 Provided for the year Deductions/ Adjustments during the year As at 31st December, 2008 As at 31st December, 2008 DEPRECIATION/AMORTISATION NET BLOCK As at 31st December, 2007

SCHEDULE F : FIXED ASSETS

Description

TANGIBLE ASSETS : Land-Freehold Building-Freehold Plant and Machinery Furniture and Fixtures Motor Vehicles 247.76 522.40 1,212.41 177.18 164.83

247.76 421.12 758.69 157.43 117.78

INTANGIBLE ASSETS : Goodwill Technical Knowhow Technology Licence Fees Germ Plasm Software Trade Marks / Brands* 1,095.35 32.00 731.76 5,959.71 10,143.40 2,683.01 7,520.11 59.72 10,143.40 1,098.94 428.21 253.65 10,317.96 1,712.24 870.39 # 644.44 83.73 136.10 (155.00) 155.00 155.00 1,095.35 32.00 815.49 136.10 5,804.71 616.85 11.73 14.88 446.98 58.00 6.40 78.06 7.94 580.47

11.63 @ 24.46 31.14

674.85 18.13 92.94 7.94 1,015.82 2,558.17 1,712.24

155.00 420.50 13.87 722.55 128.16 4,788.89 7,759.79

478.50 20.27 716.88 5,512.73 8,431.16

45

Total

Previous Year

Capital Work in Progress (Refer Note 1 given below)

53.29 7,813.08

49.23 8,480.39

Total

Notes: 1. Capital Work-in-Progress includes Advances for Capital Expenditure Rs. 53.29 lacs (Previous Year: Rs. 12.53 lacs) 2. # Including short provision for depreciation for earlier years Nil (Previous Year: Rs. 9.67 lacs) 3. @ Including excess provision for depreciation for earlier years Rs. 11.63 lacs (Previous Year: Nil) 4. * The company is in the process of transferring the same in its own name.

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs) SCHEDULE G INVESTMENTS Long-Term (Unquoted) (At Cost) I. Other than Trade a) In Government Securities: National Savings Certificate Indira Vikas Patra b) Bonds 500 (Previous Year: 500) Bonds of Rural Electrification Corporation of Rs. 10,000/- each fully paid-up II. Trade In Subsidiary Companies 3,053 (Previous Year: 6,103) Equity shares of Euro 100 each, fully paid-up in Advanta Holdings B.V., Netherlands 5,923 (Previous Year: Nil) Preference shares of Euro 5,000 each, fully paid-up in Advanta Holdings B.V., Netherlands* 2 (Previous Year: 2) Ordinary Shares of $ 1 each, fully paid-up in Advanta Seed International, Mauritius 611,007 (Previous Year: Nil) Equity shares of Rs.10 each, fully paid-up in Unicorn Seeds Private Limited, India* 750,000 (Previous Year: Nil) 1% Redeemable Cumulative Preference shares of Rs.10 each, fully paid-up in Unicorn Seeds Private Limited, India * Total * Acquired during the year Note:Aggregate amount of unquoted investments

0.41 0.11 0.52

0.41 0.11 0.52

50.00

50.00

16,816.43

33,616.34

19,383.76

0.00

0.00

5,250.80

100.00 41,550.99 41,601.51

33,616.34 33,666.86

41,601.51

33,666.86

46

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs) SCHEDULE H INVENTORIES (at lower of cost and net realisable value) Consumables Packing Materials Work-in-Process Raw Seeds Finished Goods - Basic Seeds - Hybrid Seeds Total SCHEDULE I SUNDRY DEBTORS UNSECURED Debts outstanding for a period exceeding six months: Considered good Considered doubtful Less: Provision for doubtful debts Other Debts : Considered good Total SCHEDULE J CASH AND BANK BALANCES Cash on Hand Balances with Scheduled Banks : On Current Accounts On Deposit Accounts [Including Fixed Deposits receipts of Rs. Nil (Previous Year: Rs. 1,000 lacs) pledged with Bankers against guarantees given by them] Total SCHEDULE K OTHER CURRENT ASSETS Interest Receivable on loan given to a subsidiary Interest Receivable on loans and deposits to others Total 47 837.28 202.67 1,039.95 202.67

3.33 332.69 422.54 232.13 1,289.40 3,389.38 4,678.78 5,669.47

192.99 176.97 18.69 968.15 4,956.68 5,924.83 6,313.48

821.41 72.31 893.72 72.31 821.41 3,319.03 4,140.44

837.28 2,592.83 3,430.11

1.99 194.41 164.89

10.02 452.67 1,348.19

359.30 361.29

1,800.86 1,810.88

74.62 74.62

1,516.71 124.29 1,641.00

SCHEDULE FORMING PART OF THE BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs) SCHEDULE L LOANS AND ADVANCES (Unsecured, Considered good, unless otherwise stated) Advances to Subsidiaries Advances Recoverable in cash or in kind or for value to be received Considered good Considered doubtful Less : Provision for Doubtful advances Deposits with Government, Public Bodies, Others etc. Advance Income Tax {Net of Provision Rs. 1,615.04 lacs (Previous Year: Rs. 1,558.36 lacs)} Share Application Money MAT credit entitlement Total

269.39

3.98

1,067.31 103.43 1,170.74 103.43 1,067.31 387.10 1,420.73 5.00 56.68 3,206.21

610.80 42.04 652.84 42.04 610.80 272.39 1,165.86 2,053.03

SCHEDULE M CURRENT LIABILITIES AND PROVISIONS Liabilities Sundry Creditors Total outstanding dues of creditors other than micro enterprises and small enterprises (Also Refer Note No. 6 in Schedule U) Dues to Subsidiaries Advances from customers Security Deposits Interest accrued but not due Other Liabilities Provisions Provision for Leave Encashment Provision for Gratuity (Refer Note No. 10 in Schedule U) Provisions for Fringe Benefit Tax {Net of Advances Rs. 117.15 lacs (Previous Year: Rs. 41.13 lacs)} Proposed Dividend Tax on proposed dividend Total 48

1,650.79 83.27 1,152.87 331.35 859.60 2,832.46 6,910.34 86.58 91.03

2,171.86 72.89 513.59 218.12 111.26 2,914.56 6,002.28 65.82 71.01

31.99 168.39 28.62 406.61 7,316.95

28.24 168.35 28.61 362.03 6,364.31

Advanta India Limited

SCHEDULE FORMING PART OF THE PROFIT AND LOSS ACCOUNT

(Rs. in lacs) SCHEDULE N OTHER INCOME FROM OPERATIONS Sale of Remnants Business Development Fees Provisions written back Miscellaneous Income Total SCHEDULE O OTHER INCOME Income from Long-Term Investments: Dividend from Subsidiary Companies Exchange gain on buy-back of long-term investment by subsidiary Interest on Loans and Deposits etc., (Gross) [Tax Deducted at Source : Rs. 56.12 lacs (Previous Year : Rs. 59.72 lacs)] Gain on Exchange fluctuations (Net) Miscellaneous Income Excess Provision for Amortisation Total 115.55 80.32 22.64 218.51 99.54 500.00 3.45 602.99 Current Year (Rs. in lacs) Previous Year (Rs. in lacs)

499.06 2,581.44 113.31

1,809.78

125.57 18.60 11.63 3,349.61

11.79 4.16 1,825.73

SCHEDULE P COST OF GOODS MANUFACTURED / RAW MATERIAL CONSUMED Inventories at the beginning of the year Add: Produced Less: Inventories at the end of the year Consumption of Raw Seed Purchase of seeds Seeds Processing charges and other charges Land lease charges Chemical and Fertilizer consumed Freight Inwards Total

18.69 1,285.20 232.13 1,071.76 2,455.08 468.23 429.54 185.10 110.53 4,720.24

12.74 1,590.47 18.69 1,584.52 4,201.10 467.22 902.90 112.78 155.92 7,424.44

49

SCHEDULE FORMING PART OF THE PROFIT & LOSS ACCOUNT

(Rs. in lacs) SCHEDULE Q DECREASE / (INCREASE) IN INVENTORIES Inventories at the end of the year Work-in-Process Finished Goods Inventories at the beginning of the year Work - in - Process Finished Goods 422.54 4,678.78 5,101.32 176.97 5,924.83 6,101.80 1,000.48 SCHEDULE R PERSONNEL EXPENSES Salaries, Wages and Bonus Contribution to Provident and Other Funds Gratuity Expense (Refer Note No.10 in Schedule U) Workmen and Staff Welfare Expenses Total SCHEDULE S: OPERATING AND OTHER EXPENSES Power and Fuel Repairs Buildings Machinery Others Rent (Refer Note No.11 in Schedule U) Rates and Taxes Insurance Packing Material Consumed Freight and Transport Travelling and Conveyance Communication Expenses Printing and Stationery Advertisement and Sales Promotion Production and Farm Expenses Provision for Bad and Doubtful Debts / Advances (Net) Consignee Agents Expenses Legal and Consultancy Charges Bad debts Excess Interest Income written off Loss on sale of Assets Short Provision for depreciation Miscellaneous Expenses (Refer Note No.15.2 in Schedule U) Total 50 1,841.79 167.13 37.43 118.89 2,165.24 1,276.50 120.85 46.55 104.45 1,548.35 176.97 5,924.83 6,101.80 133.56 1,514.87 1,648.43 (4,453.37) Current Year (Rs. in lacs) Previous Year (Rs. in lacs)

94.98 15.38 75.38 66.89 157.65 409.01 36.03 30.77 449.47 303.47 851.68 127.53 34.10 324.91 278.48 191.75 107.93 431.49 13.69 49.64 17.33 337.00 4,246.91

109.03 6.04 47.30 14.67 68.01 388.61 20.47 27.54 503.04 406.26 793.66 81.99 26.85 624.40 168.33 68.14 124.45 280.08 7.90 9.67 195.60 3,904.03

Advanta India Limited

SCHEDULE FORMING PART OF THE PROFIT & LOSS ACCOUNT

(Rs. in lacs) SCHEDULE T INTEREST AND OTHER FINANCIAL COSTS Interest on Term Loans Others Bank Charges Cash and Advance Booking Discounts Total Current Year (Rs. in lacs) Previous Year (Rs. in lacs)

579.23 1,160.94 41.96 385.77 2,167.90

547.21 131.17 50.33 403.87 1,132.58

51

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS 1. Nature of operations Advanta India Limited (AIL or the Company) is engaged in the business of research, production and sale of field crops and vegetable seeds through distributors to farmers. 2. Statement of Significant Accounting Policies (a) Basis of Preparation The financial statements have been prepared to comply in all material respects in respects with the Notified accounting standard by Companies Accounting Standards Rules, 2006 and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. (b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates. (c) Fixed Assets Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. (d) Depreciation Depreciation on building and plant and machinery is provided for in the accounts on straight line method in accordance with the rates prescribed in Schedule XIV of the Companies Act, 1956. Depreciation on other assets is provided using the Straight Line Method as per the useful life of the assets estimated by the management, or at the rates prescribed under schedule XIV of the Companies Act, 1956 whichever is higher. Furniture and Fixtures Computers Vehicles Office Equipments Rate (SLM) 10% 20% 20% 10%

Individual fixed assets costing less than Rs. 5,000 are fully depreciated in the year of purchase. (e) Impairment The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. 52

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) (f) Intangible Assets Costs relating to intangible assets, which are acquired, are capitalised and amortised on a straight-line basis over their useful lives. Useful life Technical Knowhow 10 years Technology License Fees 10 years Germ Plasm 10 years Software 10 years Trade Marks / Brands 10 years Goodwill arising on acquisition of business is not amortised (g) Research and Development Research and Development expenditure is charged to revenue in the year in which it is incurred. (h) Leases Where the Company is the Lessee Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income. Lease management fees, legal charges and other initial direct costs are capitalised. If there is no reasonable certainty that the Company will obtain the ownership by the end of the lease item, capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term. (i) Government Grants Government Grants received in the nature of Investment Subsidy are treated as Capital Reserve. (j) Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of the investments. (k) Inventories Inventories are valued as follows: Raw materials, components, stores and spares Lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a moving weighted average basis. Lower of cost and net realizable value. Cost is determined on a standard cost basis. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost is determined on standard cost basis.

Work-in-progress and finished goods

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. 53

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) (l) Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Sale of Goods Revenue is recognized when significant risks and rewards of ownership of the goods have passed to the buyer which generally coincides with despatch of goods to the customer. Income from Services Revenues from services are recognized as and when the services are rendered. Interest Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Dividends Revenue is recognized when the shareholders right to receive payment is established by the balance sheet date. Dividend from subsidiaries is recognized even if same are declared after the balance sheet date but pertains to period on or before the date of balance sheet as per the requirement of Schedule VI of the Companies Act, 1956. (m) Foreign Exchange Transaction Foreign Currency Transaction Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise except those arising from investments in non-integral operations. Exchange differences arising on a monetary item that, in substance, form part of the companys net investment in a non-integral foreign operation is accumulated in a foreign currency translation reserve in the financial statements until the disposal of the net investment, at which time they are recognized as income or as expenses. (n) Retirement and other Employee Benefits (i) Retirement benefits in the form of Provident Fund and Superannuation Fund are a defined contribution scheme and the contributions to the scheme are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the respective Trusts. The Superannuation Fund Scheme is funded with an insurance company in the form of a qualifying insurance policy.

(ii) Gratuity liability is defined benefit obligations and are provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. 54

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) (iii) Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. (iv) Actuarial gains / losses are immediately taken to the profit and loss account and are not deferred. (o) Income taxes Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the Minimum Alternative Tax (MAT) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period. (p) Segment Reporting Policies Identification of Segments The Companys operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate. Inter Segment Transfer The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices. Allocation of Common Costs Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs. Unallocated Items The Corporate and other segment includes general corporate income and expense items which are not allocated to any business segment. 55

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) (q) Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) 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 are adjusted for the effects of all dilutive potential equity shares. (r) Provisions A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financials statements. (s) Cash and Cash Equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. (t) Employee Stock Compensation Cost Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortized over the vesting period of the option on a straight line basis. 3. 4. Capital Reserve represents State Investment subsidy sanctioned by the Government of Andhra Pradesh, for setting up of a unit at Toopran Mandal, Andhra Pradesh under Target 2000 Scheme of the State Government. Contingent Liabilities as at the Balance Sheet date: (i) Income tax matters under dispute: a) Pending with authorities at various levels - Rs.1,577.54 lacs (Previous Year: Rs.1,366.21 lacs); b) Estimated liability on the basis of past assessments in respect of pending assessments - Rs.380.79 lacs (Previous Year: Rs. 339.46 lacs); (ii) Claims against the Company not acknowledged as debts Rs.56.61 lacs (Previous Year: Rs. 122.12 lacs). (iii) Guarantee is given for by companys bankers on behalf of:a) Subsidiary company Rs. 750.00 lacs (Previous Year: Rs. 801.73 lacs). b) Others Rs. 100.00 lacs (Previous Year: Nil). 5. 6. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance) Rs.97.91 lacs (Previous Year: Rs. 54.26 lacs). Based on the information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under The Micro, Small and Medium Enterprises Development Act, 2006, as at 31st December, 2008. Employees Stock Option Plan (ESOP) The Company instituted an Employees Stock Option Plan Scheme (ESOPS) for certain employees as approved by the shareholders on 20th September, 2006. In accordance with the scheme, the Company granted options in respect of 153,578 equity shares to employees of the Company and its subsidiaries on one to one basis at an exercise price 56

7.

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) of Rs.285/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of 50% of the options granted is conditional upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee. As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statement. During the year 31,934 options have vested. Date of Grant Date of Board Approval Date of Shareholders Approval Number of options granted Method of Settlement (Cash / Equity) Vesting Period Exercise Period Vesting Conditions September 27, 2006 September 13, 2006 September 20, 2006 153,578 Equity Spread over 4 years and 6 months 10 years 50% of the options granted is conditional upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee

The details of the activity have been summarized below: As at 31st December, 2008 (No. of equity shares) Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Vested during the year Options vested and outstanding during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year 134,438 19,140 NIL 2,159 31,934 29,775 NIL 121,644 29,775 As at 31st December, 2007 (No. of equity shares) 134,405 18,178 18,145 NIL NIL NIL NIL 134,438 NIL

57

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) Stock options granted: The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs: Current Year Weighted average share price (Rs. per share) Exercise Price (Rs. per share) Expected Volatility Life of the options granted (Vesting and exercise period) in years 285 285 43% Vesting period + 18 months i.e. 3 years, 4 years, 5 years, and 6 years, for each Vesting tranche of 25% 1.40% per annum 7.50% per annum Previous Year 285 285 43% Vesting period + 18 months i.e. 3 years, 4 years, 5 years, and 6 years, for each Vesting tranche of 25% 1.40% per annum 7.50% per annum

Expected Dividends Average risk-free interest rate

Since the Company used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value method is as under: Current Year (Rs. in lacs) Net Profit as reported Add : Employee stock compensation under intrinsic value method Less : Employee stock compensation under fair value method Proforma profit Earning per share (Rs.) Basic - as reported - Proforma Diluted - as reported - Proforma 8. Segment Information: a. Business Segment: The Company has considered Business segment as the primary segment for disclosure. The Company is engaged in research, production and distribution of Hybrid seeds, which in the context of Accounting Standards 17 issued by the Institute of Chartered Accountants of India is considered the only Business Segment. b. Geographical Segment: The Company sells mainly within India and adjoining neighboring countries where the risks and rewards are similar and hence there is only one geographical segment. 58 5.05 4.75 7.73 7.56 5.09 4.79 7.79 7.63 856.94 50.88 806.06 Previous Year (Rs. in lacs) 1,219.25 25.44 1,193.81

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) 9. Related Party Disclosures: a. Names of related parties where control exist irrespective of whether transactions have occurred or not: Subsidiaries Name of the Company Advanta Holdings B.V. Advanta Netherlands Holdings B.V. Advanta Finance B.V. Advanta International B.V. Pacific Seeds (Thai) Limited Pacific Seeds Holdings (Thai) Limited Pacific Seeds Pty Limited Advanta Semillas SAIC Advanta Seed International Longreach Plant Breeders Management Pty Limited Advanta Seeds USA LLC Advanta US Inc Unicorn Seeds Private Limited Advanta Seeds Limited b. Enterprise having Significant Influence United Phosphorous Limited Uniphos Enterprises Limited Jai Research Foundation Key Managerial Personnel Mr. Ram V. Kaundinya Managing Director c. A. Transactions with related parties during the year and balances at year end: United Phosphorus Limited Particulars Purchase of Goods Sale of Goods Services Rendered Reimbursement of expenses made (Including Prior Period) Reimbursement of expenses received Loan received Loan repaid Interest Expense (Including Prior Period) Balance as on the Balance Sheet date: Current Liabilities Loan Received Receivable 59 Current Year (Rs. in lacs) 42.89 2,428.82 57.78 15,679.00 13,825.95 814.20 879.37 2,853.05 78.00 Previous Year (Rs. in lacs) 8.45 500.00 57.70 153.86 1,150.00 150.00 20.77 176.97 1,000.00 840.90 Country of Incorporation Netherlands Netherlands Netherlands Netherlands Thailand Thailand Australia Argentina Mauritius Australia USA USA India India

Names of other related parties with whom transactions have taken place during the year:

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) B. Advanta Netherlands Holdings BV Particulars Balance as on the Balance Sheet date: Current Liabilities C. Advanta Semillas SAIC, Argentina Particulars Reimbursement of expenses Received Balance as on the Balance Sheet date: Current Liabilities D. Pacific Seeds Pty Ltd, Australia Particulars Reimbursement of expenses received Sales/(Returns) Purchase of Capital Good Purchase of Goods Balance as on the Balance Sheet date: Current Liabilities (Net) E. Pacific Seeds (Thai) Limited Particulars Reimbursement of expenses made Sales Purchases Balance as on the Balance Sheet date: Current Liabilities F. Pacific Seeds Holdings (Thai) Limited Particulars Reimbursement of expenses made Balance as on the Balance Sheet date: Current Liabilities Current Year (Rs. in lacs) 4.21 Previous Year (Rs. in lacs) 0.66 3.73 Current Year (Rs. in lacs) 31.00 245.39 34.70 Previous Year (Rs. in lacs) 11.69 60.99 10.41 Current Year (Rs. in lacs) 177.42 13.09 53.57 74.49 Previous Year (Rs. in lacs) 84.99 2.23 15.02 Current Year (Rs. in lacs) 35.94 Previous Year (Rs. in lacs) Current Year (Rs. in lacs) 79.06 Previous Year (Rs. in lacs) 66.25

60

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) G. Advanta Holdings B V Particulars Buy Back of Equity Shares Investment in Preference Shares Interest income Balance as on the Balance Sheet date: Interest Receivable H. Advanta Seed International Particulars Sales Dividend Received Reimbursement of expenses Balance as on the Balance Sheet date: Loans and Advances Receivables I. Uniphos Enterprises Limited Particulars Reimbursement of Expenses Rent Expense Balance as on the Balance Sheet date: Current Liabilities J. Jai Research Foundation Particulars Reimbursement of Expenses Rent Expense Advance Given Balance as on the Balance Sheet date: Advance Receivable Rent Deposit (Receivable) Current Liabilities Current Year (Rs. in lacs) 24.77 3.73 85.00 21.80 Previous Year (Rs. in lacs) 14.25 93.26 79.00 Current Year (Rs. in lacs) 0.79 105.00 160.61 Previous Year (Rs. in lacs) 189.00 70.40 32.78 3.13 Current Year (Rs. in lacs) 78.09 498.49 0.10 Previous Year (Rs. in lacs) 3.13 Current Year (Rs. in lacs) 16,799.91 19,383.76 Previous Year (Rs. in lacs) 1,343.17 1,516.71

61

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) K. Advanta Seeds USA LLC Particulars Reimbursement of Expenses Balance as on the Balance Sheet date: Loans and Advances L. Advanta US Inc Particulars Reimbursement of Expenses Balance as on the Balance Sheet date: Loans and Advances M. Unicorn Seeds Private Limited Particulars Dividend Received Purchases Sales Loan Given Loan Received Balance as on the Balance Sheet date: Loans and Advances N. Advanta Seeds Limited Particulars Share Application for Equity Shares Reimbursement of Expenses Balance as on the Balance Sheet date: Loans and Advances O. Key Managerial Personnel and their relatives Particulars Remuneration 10. (i) Details of Employee Benefits Gratuity Defined Benefit Plans The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy. 62 Current Year (Rs. in lacs) 110.61 Previous Year (Rs. in lacs) 105.02 Current Year (Rs. in lacs) 4.99 1.81 1.81 Previous Year (Rs. in lacs) Current Year (Rs. in lacs) 0.56 98.04 124.02 1,100.00 1,100.00 142.72 Previous Year (Rs. in lacs) Current Year (Rs. in lacs) 68.81 68.81 Previous Year (Rs. in lacs) Current Year (Rs. in lacs) 14.88 14.88 Previous Year (Rs. in lacs)

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) Profit and Loss account Net employee benefit expenses (recognized in Employee Cost) Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial loss/(gain) recognised during the year Past service cost Net Benefit expense Actual return on plan assets Balance sheet Details of Provision for gratuity Defined Benefit obligation Fair value of plan assets Less : Unrecognized past service cost Plan Liability Current Year (Rs. in lacs) 104.42 (13.39) 91.03 Previous Year (Rs. in lacs) 81.99 (10.98) 71.01 Current Year (Rs. in lacs) 24.00 7.82 (1.61) 7.22 37.43 1.39 Previous Year (Rs. in lacs) 18.23 5.59 (2.18) 24.91 46.55 4.25

Changes in the present value of the defined benefit obligation are as follows: Current Year (Rs. in lacs) Opening defined benefit obligation Interest Cost Current service cost Benefits paid Actuarial (gains)/loss on obligation Closing defined benefit obligation Changes in the fair value of Plan Assets are as follows: Current Year (Rs. in lacs) Opening fair value of plan assets Expected return Contributions made by employer during the year Benefits paid Actuarial gains/ (loss) Closing fair value of plan assets 10.98 1.61 17.41 (16.39) (0.22) 13.39 Previous Year (Rs. in lacs) 44.39 2.18 0.88 (38.54) 2.07 10.98 81.99 7.82 24.00 (16.39) 7.00 104.42 Previous Year (Rs. in lacs) 69.73 5.59 18.23 (38.54) 26.98 81.99

63

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) Rs. in lacs Expected contribution to defined benefit plan for the year 2009 29.44 Current Year Insurer Managed Funds (LIC) Total 100% 100% Previous Year 100% 100% The major categories of plan assets as a percentage of fair value of total plan assets are as follows:

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in the expected rate of return on assets due to the improved stock market scenario. The principal actuarial assumptions at the Balance Sheet date. Current Year Discount rate Expected rate of return on plan assets Expected rate of salary increase Employee Turnover Mortality table 8% 8% 6% 2% LIC (1994-96) Ultimate Previous Year 8% 8% 6% 2% LIC (1994-96) Ultimate

Notes 1. The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. 2. The disclosures in respect of status of defined benefits obligation have been given for the current year and the previous year only since the Company has adopted AS 15 (Revised) in the previous year. The disclosure in respect of status of defined benefit obligation of the previous four years has not been provided as the Company has adopted revised AS-15 in the previous financial year. (ii) Defined Contribution Plans Amount of Rs.167.13 lacs (Previous Year: Rs.120.85 lacs) is recognised as an expense and included in Schedule R Contribution to Provident and Other Funds in the Profit and Loss account. 11. Leases: Operating Lease Office Premises are obtained on Operating lease. The lease term is in the range of 3 years to 30 years and thereafter renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases. Lease rental expense for the year for the agreements entered into is Rs. 409.01 lacs (Previous Year: Rs. 388.61 lacs). Particulars As at 31st December, 2008 (Rs. in lacs) 193.75 434.43 154.09 64 As at 31st December, 2007 (Rs. in lacs) 180.95 488.62 103.26

Lease Payments Not later than one year Later than one year and not later than five years More than five years

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) 12. Earning Per Share: (A) Basic Earning Per Share: Particulars Net Profit Weighted Average Number of Equity Shares outstanding Basic Earning per share (Rs.): Nominal value of equity shares (Rs.) (B) Diluted Earning Per Share: Current Year (Rs. in lacs) 856.94 16,834,866 137,937 16,972,803 5.05 10.00 Previous Year (Rs. in lacs) 1,219.25 15,646,442 134,405 15,780,847 7.73 10.00 Current Year (Rs. in lacs) 856.94 16,834,866 5.09 10.00 Previous Year (Rs. in lacs) 1,219.25 15,646,442 7.79 10.00

Particulars Net Profit Weighted Average Number of Equity Shares outstanding Dilutive impact of employee stock options Weighted Average Number of Equity Shares for computing diluted earning per share Diluted Earning per share (Rs.) Nominal value of equity shares (Rs.)

Basic and Diluted earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. 13. Research and Development Expenses included under various heads is Rs. 1,048.27 lacs (Previous Year: Rs.534.95 lacs). Particulars of Un-hedged Foreign Currency Exposure as at the Balance Sheet date: Particulars Secured Loan Investments Exports Debtors Other Receivables Import Creditors Currency USD USD Euro USD USD Euro Euro USD AUD Thai Bahts As at 31st December, 2008 3,419,600 2 29,612,450 132,052 256,279 115,958 332,270 38,992 300,000 As at 31st December, 2007 2 59,230,000 2,753,727 992,000

14.

65

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) 15. 15.1 Supplementary Statutory Information: Directors Remuneration: Current Year (Rs. in lacs) Salary Perquisites Contribution to Retiral Benefits Total 89.35 1.96 19.30 110.61 Previous Year (Rs. in lacs) 85.47 2.00 17.55 105.02

a. Managerial Remuneration as above does not include Leave encashment and Gratuity benefit, since the same is computed actuarially for all the employees and the amount attributable to the Managerial person cannot be ascertained separately. b. From 10th July, 2006 onwards, the remuneration to the Managing Director has exceeded the limit prescribed under the Companies Act, 1956. The Company has filed an application with the Central Government for approval of the remuneration to be paid to the Managing Director in excess of the limits prescribed by the Companies Act. The excess remuneration paid to the Managing Director for the years ended December 31, 2006 to December 31, 2008 amounts to Rs. 91.09 lacs (Previous Year: Rs. 28.48 lacs). 15.2 Auditors Remuneration (included under Miscellaneous Expenses): Current Year (Rs. in lacs) Audit fees Fee for Certification Taxation Matters Other Total 18.00 0.28 1.25 13.49 33.02 Previous Year (Rs. in lacs) 17.00 0.37 0.98 7.67 26.02

Notes: 1. The aforesaid amount paid to the auditors in the previous year as auditors remuneration include an amount of Nil (Previous Year: Rs.16.01 lacs) paid for carrying out the professional work in relation to the Initial Public Offer of the Company, which have been adjusted against Securities Premium Account as part of public issue expenses. 2. Audit fees include fees for auditing consolidated financial statements amounting to Rs.6.00 lacs (Previous Year: Rs.5.00 lacs). 15.3 Licensed and Installed Capacity per annum Current Year Licensed Capacity Installed Capacity * Since agricultural produce 15.4 Actual Production Current Year MT Basic Seeds 66 196.75 Previous Year MT 182.27 Not Applicable* Not Applicable* Previous Year Not Applicable* Not Applicable*

Advanta India Limited

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) 15.5 Particulars in respect of Stocks Particulars Current Year MT (i) (ii) Sales Hybrid Seeds Purchases Hybrid Seeds Basic Seeds Opening Stock Hybrid seeds Basic Seeds Amount (Rs .in lacs) 12,662.56 2,448.09 6.99 4,956.68 968.15 3,389.38 1,289.40 Previous Year MT Amount (Rs. in lacs) 9,694.46 3,823.28 377.82 1,187.29 327.58 4,956.68 968.15

9,752.03 767.49 6.86 7,581.81 221.13 3,235.52 294.16 151.11

6,670.00 1,448.14 30.32 2,208.96 185.12 7,581.81 221.13 57.40

(iii)

(iv) Closing Stock Hybrid Seeds Basic Seeds (v) Basic seed to growers as input

Note: Closing Stock quantities are after adjustment of samples, damaged, and obsolete stocks and includes substandard not sold. 15.6 Consumption of Raw Seeds Particulars Current Year MT Raw Seeds Consumed 15.7 6,929.59 Amount (Rs .in lacs) 1,071.76 Previous Year MT 10,234.51 Amount (Rs. in lacs) 1,584.52

Consumption of Raw Materials, Components and Spare Parts: Particulars A. Raw Seed consumed All Indigenous B. Components and Spare Parts All Indigenous Current Year (Rs. in lacs) 1,071.76 Percentage 100.00 Previous Year (Rs. in lacs) 1,584.52 3.98 Percentage 100.00 100.00

15.8

Value of imports on C.I.F. basis: Particulars Consumables Capital Expenditure Import of Seeds Current Year (Rs. in lacs) 3.56 13.10 820.55 Previous Year (Rs. in lacs) 4.47 91.19 192.55

67

SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2008
SCHEDULE U NOTES TO ACCOUNTS (Continued) 15.9 Expenditure in Foreign Currency (on accrual basis): Particulars Travel Legal and Professional Charges Other Expenses Current Year (Rs. in lacs) 81.03 221.98 20.23 Previous Year (Rs. in lacs) 74.85 74.72 134.92

The aforesaid amount of Other Expenses includes an amount of Rs.Nil (Previous Year: Rs.133.38 lacs) incurred in connection with Initial Public Offer of the Company which has been adjusted against securities premium account as part of Public Issue Expenses. 15.10 Earnings in Foreign Exchange (on accrual basis): Particulars Value of exports of goods on F.O.B. value Interest 16. Current Year (Rs. in lacs) 392.65 Previous Year (Rs. in lacs) 109.91 1,343.17

Previous years figures have been regrouped where necessary to conform to this years classification.

As per our Report of even date For and on behalf of the Board of Advanta India Limited. For S. V. Ghatalia & Associates Chartered Accountants per Sudhir Soni Partner Membership No.: 41870 Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Place: Mumbai Date : 30th March, 2009 Place: Mumbai Date : 30th March, 2009 Ram V. Kaundinya Managing Director H. K. Agarwal Company Secretary

68

Advanta India Limited ADDITIONAL INFORMATION AS REQUIRED UNDER PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956 BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE
I. Registration Details Registration No. Balance Sheet Date 0 6 3 6 6 3 1 - 1 2 4 - 0 8 Bonus issue N I L State Code 0 1

II. Capital raised during the year (Amount in Rs. Thousands) Public issue Rights issue N I L N I L III. Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands) Total Liabilities Total Assets 5 4 8 3 9 3 4 5 4 8 3 9 3 4 Sources of Funds Paid up Capital * 1 6 8 6 1 3 Deferred Tax Net 6 0 2 5 7 Application of Funds Net Fixed Assets 7 8 1 3 0 8 Accumulated Losses N I L Turnover 1 6 2 3 0 6 8 Profit/Loss after Tax 8 5 6 9 4 Reserves&Surplus 4 2 3 1 7 4 1

Private Placement* N I L

Secured Loans 4 3 8 0 1 8

Unsecured Loans 5 8 5 3 0 5

Investments 4 1 6 0 1 5

Net Current Assets 5 4 2 4 7 5

Misc.Expenditure N I L

IV. Performance of Company (Amount in Rs.Thousands) Total Expenditure 1 5 1 7 1 1 6 +/+ Prior Period Expenditure 1 2 8 6 2 +/= Profit/Loss before Tax 1 0 5 9 5 2 Dividend rate% 1 0

Earnings per Share including Exceptional Income 5 . 0 9 On weighted average number of Shares

Earnings per Share excluding Exceptional Income 5 . 0 9 On weighted average number of Shares

V. Generic Names of Principal Products/Services of Company (Not Applicable) Item Code No. (ITC CODE) Product Description Item Code No. (ITC CODE) Product Description Item code No. (ITC CODE) Product Description 1 2 0 6 S U N F L O W E R 1 0 - 0 5 M A I R I Z E 1 0 0 6 C E S E E D S S E E D S

S E E D S

* Includes Rs. 246 towards Share Application Money. For and on behalf of the Board of Advanta India Limited Ram V. Kaundinya Managing Director Vikram R. Shroff Director Manoj Gupta Chief Financial Officer H. K. Agarwal Company Secretary

69

Statement Pursuant to Section 212 of the Companies Act, 1956, related to Subsidiary Companies for the Year ended 31 December, 2008
Particulars Financial Year Share Holding The net aggregate of profit/ (loss) of the subsidiary for the above financial year so far as they concern the members of the Company and is not dealt with in the accounts of the Company: % Financial Year Ended on 31 st December, 2008 (Rs. in lacs) Previous Year (Rs. in lacs) Change in the holding Companys interest in the subsidiaries between the end of the financial year of the subsidiary and the end of the holding Companys financial year.

Sr. No.

Name of the Subsidiary Company

Number of Shares

Material changes which have occurred between the end of the aforesaid financial year of the subsidiaries and the end of the holding Companys financial year in respect:

1.

Advanta Holdings B.V.,

12/31/2008

3053

100

(2,631.73)

(2,037.39)

Not applicable as financial year coincides with that of the holding Company

As the financial year of both holding and subsidiary companies coincides, there are no particulars to furnish.

2. 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 611,007 1000 49,994 2 993 100 100 100 100 100 100 299,993 100 5,000,000 100 75,845 70 (388.23) 1,494.05 1,276.33 (453.77) 1,584.46 258.01 560.79 (182.36) (2.65) 17,469,633 100 1,094.75 180 100 (6.93) 180 100 (96.65) (56.39) 2,869.73 454.34 (191.15) (693.38) 1,025.78 68.15 153.19 N.A N.A N.A N.A

Advanta Netherlands Holdings B.V.

12/31/2008

180

100

1,727.65

1,634.70

- do - do - do - do - do - do - do - do - do - do - do - do - do -

- do - do - do - do - do - do - do - do - do - do - do - do - do -

3.

Advanta International B.V.

4.

Advanta Finance B.V.

70
Vikram R. Shroff Director

5.

Advanta Semillas S.A.I.C.

6.

Longreach Plant Breeders Management Ltd., Australia

7.

Pacific Seeds Pty. Limited, Australia

8.

Pacific Seeds (Thai) Limited

9.

Pacific Seeds Holding (Thailand) Limited, Thailand

10.

Advanta Seed International, Mauritius

11.

Unicorn Seeds Pvt. Ltd.

12.

Advanta U.S. Inc.

13.

Advanta Seeds USA, LLC

14.

Advanta Seeds Ltd.

For and on behalf of the Board of Advanta India Limited Manoj Gupta Chief Financial Officer H. K. Agarwal Company Secretary

Ram V. Kaundinya Managing Director

Advanta India Limited

AUDITORS REPORT
The Board of Directors Advanta India Limited

1. We have audited the attached consolidated balance sheet of Advanta India Limited and its subsidiaries (the Advanta Group), as at 31st December 2008, and also the consolidated profit and loss account and the consolidated cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Advanta India Limiteds management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs. 209,705.90 lacs as at 31st December 2008, the total revenue of Rs. 50,366.30 lacs and cash inflows amounting to Rs. 843.07 lacs for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors. 4. We report that the consolidated financial statements have been prepared by Advanta India Limiteds management in accordance with the requirements of Accounting Standards (AS) 21, Consolidated financial statements notified pursuant to the Companies (Accounting Standards) Rules, 2006. 5. Without qualifying our opinion we draw attention to Note No. 10 of Schedule 21 of the financial statements, the remuneration paid to the Managing Director of Advanta India Limited is in excess of the limits specified in Schedule XIII of the Companies Act, 1956 by Rs. 91.09 Lacs for which steps are being taken by Advanta India Limited to obtain Central Government approval. Pending, final outcome of the Companys application, no adjustments have been made to the financial statements. 6. The Group had, in respect of Pacific Seeds Holding (Thailand) Limited THB (000) 12,441 (Rs. 164.22 Lacs) recognized deferred tax asset on the unused tax losses in the consolidated financial statements for the year ended 31st December 2007. During the year ended 31st December, 2008, the Group has further recognized deferred tax asset in respect of Pacific Seeds Holding (Thailand) Limited THB (000) 14,275 (Rs. 194.47 Lacs) (Previous Year: THB (000) (-) 2,280 (Rs. (-) 29.18 Lacs)), Longreach Plant Breeders Management Pty Limited AUD (000) 697 (Rs. 237.69 Lacs) (Previous Year: AUD (000) Nil (Rs. Nil)) and Advanta Seeds USA LLC USD (000) 224 (Rs. 98.74 Lacs) (Previous Year: USD (000) Nil (Rs. Nil)) respectively. There is no sufficient virtual certainty to indicate that it is probable that the said companies will have sufficient taxable profit against which such unused tax losses can be utilized. As a result of above, the consolidated profit after taxation for the year ended 31st December, 2008 is higher by Rs. 530.90 Lacs (Previous Year: lower by Rs. 29.18 Lacs) and deferred tax assets and reserves and surplus as at 31st December, 2008 are higher by Rs. 718.67 Lacs (Previous Year: higher by Rs. 164.22 Lacs). (Refer Note No. 11 of Schedule 21) 7. Consolidated Segment Information has not been given in the Consolidated Financial Statements as required by Accounting Standard (AS) 17 Segment Reporting for reasons explained in Note No. 16 of Schedule 21. The said disclosure does not have any impact on the profit for the year and the reserves and surplus as at 31st December, 2008 71

8. Except for matters stated in paragraphs 6 and 7 above, based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements, give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the consolidated balance sheet, of the state of affairs of the Advanta India Limited Group as at 31st December 2008; (b) in the case of the consolidated profit and loss account, of the profit for the year ended on that date; and (c) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.

For S.V. GHATALIA & ASSOCIATES Chartered Accountants

per Sudhir Soni Partner Membership No.: 41870 Place:: Mumbai Date: 30th March, 2009

72

Advanta India Limited

CONSOLIDATED BALANCE SHEET AS AT 31ST DECEMBER, 2008

Schedule I. SOURCES OF FUNDS 1. Shareholders Funds a) Capital b) Share Application Money Pending Allotment c) Reserves and Surplus 2. Loan Funds a) Secured Loans b) Unsecured Loans 3. Minority Interest 4. Deferred Tax Liabilities Total II. APPLICATION OF FUNDS 1. Fixed Assets 6 a) Gross Block b) Less: Accumulated Depreciation/Amortisation c) Net Block d) Capital Work-in-Progress including capital advances 2. Investments 3. Deferred Tax Assets 4. Current Assets,Loans and Advances a) Inventories b) Sundry Debtors c) Cash and Bank Balances d) Other Current Assets e) Loans and Advances Less : Current Liabilities and Provisions a) Liabilities b) Provisions Net Current Assets Total Notes to Consolidated Accounts 21 7 5 8 9 10 11 12 13 19,635.89 17,591.48 6,340.08 923.75 3,963.81 48,455.01 18,639.69 6,642.13 25,281.82 23,173.19 90,302.74 73,655.20 9,652.69 64,002.51 671.77 64,674.28 50.55 2,404.72 59,504.94 7,687.02 51,817.92 401.84 52,219.76 50.52 2,484.72 14,782.05 13,867.72 5,625.71 730.19 8,464.35 43,470.02 12,660.40 7,308.37 19,968.77 23,501.25 78,256.25 5 1 2 3 4 (Rs. in lacs) As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

1,683.67 2.46 44,291.10 45,977.23 10,286.65 32,381.88 42,668.53 83.58 1,573.40 90,302.74

1,683.45 43,643.74 45,327.19 15,602.69 16,092.66 31,695.35 144.07 1,089.64 78,256.25

The Schedules referred to above and Notes to accounts form an integral part of Balance Sheet. As per our report of even date For S. V. Ghatalia & Associates Chartered Accountants per SUDHIR SONI Partner Membership No.: 41870 Place: Mumbai Date: 30.03.2009 For and on behalf of the Board of Advanta India Limited Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Place: Mumbai Date: 30.03.2009 Ram V. Kaundinya Managing Director H.K. Agarwal Company Secretary

73

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST DECEMBER, 2008
Schedule (Rs. in lacs) I. Income Sales Less: VAT Less: Rebates and Discounts Other Income from Operations Other Income II. Expenditure Cost of goods manufactured Decrease / (Increase) in stock Personnel Expenses Operating and Other Expenses Interest and Other Financial Costs Depreciation / Amortisation Profit Before Taxation Provision for Taxation: - Current Tax - MAT Credit Entitlement - Deferred Tax - Fringe Benefits Tax Profit After Taxation Add / (Less): Minority Interest Add / (Less): Prior Period Adjustments - Others Add / (Less): Prior Period Adjustments - Taxation Add: Surplus brought forward from Previous Year Available Surplus Appropriations Transfer to General Reserve Proposed Equity Dividend Dividend Distribution Tax 14 15 64,052.03 3,273.23 2,335.28 58,443.52 3,312.06 580.50 62,336.08 23,525.04 (1,207.82) 9,561.28 18,525.85 4,254.45 1,875.95 56,534.75 5,801.33 968.88 (56.68) (323.63) 75.56 664.13 5,137.20 166.38 (350.83) 97.00 5,049.75 9,163.77 14,213.52 125.00 168.39 28.62 322.01 13,891.51 30.00 29.75 10.00 21 For and on behalf of the Board of Advanta India Limited Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Place: Mumbai Date: 30.03.2009 Ram V. Kaundinya Managing Director H.K. Agarwal Company Secretary Current Year (Rs. in lacs) Previous Year (Rs. in lacs) 45,684.60 2,615.14 2,855.52 40,213.94 2,259.00 3,015.20 45,488.14 18,344.41 (5,869.19) 6,835.28 14,936.64 4,081.83 1,230.28 39,559.25 5,928.89 2,466.41 (1,036.49) 52.51 1,482.43 4,446.46 81.92 (83.13) 4,445.25 5,040.48 9,485.73 125.00 168.35 28.61 321.96 9,163.77 28.41 28.17 10.00

16 17 18 19 20

III.

IV.

V.

Surplus carried to Balance Sheet Consolidated Earning per Share: Basic Diluted Face Value Per Share (in Rs.) (Refer Note No.12 in Schedule 21) Notes to Consolidated Accounts As per our report of even date For S. V. Ghatalia & Associates Chartered Accountants per SUDHIR SONI Partner Membership No.: 41870 Place: Mumbai Date: 30.03.2009

The Schedules referred to above and Notes to accounts form an integral part of Profit and Loss Account.

74

Advanta India Limited

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER, 2008
For the year ended 31st December, 2008 (Rs. in lacs) A CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax and Extraordinary Items Adjustments for : Depreciation / Amortisation Bad Debts Loss/(Profit) on sale of Fixed Assets Loss/(Profit) on sale Investment Provision for Doubtful Debts & Advances Provision for Litigation Provisions written back Interest received Income from Current Investment Interest paid Exchange Difference on loans taken Operating Profit before working capital changes Adjustments for: Trade and other receivables & Loans & Advances Inventories Trade Payables & other liabilities Cash generated from Operations Direct taxes paid Cash flow before prior period adjustments Prior Period Adjustments (Other than Taxation) Net cash from Operating Activities B CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets and Intangible Assets Purchase of Investments on acquisition Sale of fixed assets Purchase of Investments Sale of Investments Sundry Loans given Interest received Income from Current Investments Net Cash used in Investing Activities (Rs. in lacs) 5,801.33 1,875.95 (23.96) (34.48) (0.08) 203.54 (236.37) (91.71) (242.71) (18.06) 3,222.05 319.52 1,230.28 7.90 77.98 26.64 (5.83) (1,896.26) (20.06) 3,584.06 For the year ended 31st December, 2007 (Rs. in lacs) (Rs. in lacs) 5,928.89

4,973.69 10,775.02

3,004.71 8,933.60

4,066.06 (2,212.46) 4,489.65 (3,546.34)

6,343.25 17,118.27 (3,546.34) 13,571.93 (350.83) 13,221.10 (4,787.46) (11,360.39) 374.70 (0.02) 0.07 377.10 18.06 (15,377.94) 10,491.66 0.22 2.46 46.13 (3,865.42) (168.35) (28.61) 6,478.09 (3,684.76) 636.49

(10,402.17) (6,080.28) 7,444.93 (1,490.81)

(9,037.52) (103.92) (1,490.81) (1,594.73) (83.13) (1,677.86) (14,159.99) 25.22 (50.01) (7,296.80) 1,875.36 20.06 (19,586.16) (13,128.39) 32,113.25 (1,814.81) (2,640.24) (168.35) (28.61) 14,332.85 (21.29) (6,952.46)

(A)

(B)

CASH FLOW FROM FINANCING ACTIVITIES Proceeds from borrowings (Net) Proceeds from Issue of equity shares Share Application Money received Share issue expenses Interest paid Dividend Paid Tax on distributed Profits Net cash used Financing Activities (C) Exchange Difference arising on conversion debited to Foreign Currency Translation Reserve (D) Net increase in cash and cash equivalents (A+B+C+D) Cash and cash equivalents at the beginning of the year Cash and cash equivalents on account of acquisition of business Cash and cash equivalents at the end of the year

5,625.71 77.88

12,578.17

5,703.59 6,340.08

12,578.17 5,625.71

As per our report of even date For S. V. Ghatalia & Associates Chartered Accountants per SUDHIR SONI Partner Membership No.: 41870 Place: Mumbai Date: 30.03.2009

For and on behalf of the Board of Advanta India Limited Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Place: Mumbai Date: 30.03.2009 Ram V. Kaundinya Managing Director H.K. Agarwal Company Secretary

75

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs)

SCHEDULE 1
CAPITAL Authorised 20,000,000 Equity Shares of Rs. 10/- each Issued, Subscribed and Paid-up 16,836,659 (Previous Period : 16,834,500 ) Equity Shares of Rs. 10/- each fully paid-up Total (For Stock options outstanding details Refer Note No. 5 in Schedule 21) 2,000.00 2,000.00

1,683.67 1,683.67

1,683.45 1,683.45

SCHEDULE 2
RESERVES AND SURPLUS Capital Reserve: State Investment Subsidy General Reserve: Balance as per last Balance Sheet Add: Transferred from Profit and Loss Account Add: Transferred from Contingency Reserve Less: Adjustments for Employee benefit provisions {Net of tax Rs. Nil (Previous Year: Rs. 9.87 lacs)} Contingency Reserve Balance as per last Balance Sheet Less: Transferred to General Reserve Securities Premium: Balance as per last Balance Sheet Add: Received during the year on issue of equity shares Add: Public Issue Expenses (charged) / reversed (Net) Amalgamation Reserve Foreign Currency Translation Reserve Balance as per last Balance Sheet Add: Arisen during the year Balance in Profit and Loss Account Total 20.00 1,123.10 125.00 568.00 1,816.10 568.00 568.00 35,182.37 5.94 40.19 35,228.50 717.21 (3,130.71) (4,251.51) (7,382.22) 13,891.51 44,291.10 20.00 1,017.28 125.00 19.18 1,123.10 568.00 568.00 5,775.00 31,607.55 (2,200.18) 35,182.37 717.21 (2,934.35) (196.36) (3,130.71) 9,163.77 43,643.74

76

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs)

SCHEDULE 3
SECURED LOANS From Banks On Term Loan Account On Cash Credit Account and Packing Credit Loan On Working Capital Demand Loan Vehicle Loans Total 9,051.27 1,230.00 10,281.27 5.38 10,286.65 14,213.97 1,388.72 15,602.69 15,602.69

The aforesaid loans are secured by pari passu first charge by way of hypothecation of entire stocks of raw materials, finished goods, work-in-process, consumable store and spares and such other movables including book-debts, outstanding monies, receivables, both present and future.

SCHEDULE 4
UNSECURED LOANS Term Loans From Bank From Others Total 3,000.00 29,381.88 32,381.88 5,500.00 10,592.66 16,092.66

SCHEDULE 5
DEFERRED TAX Deferred Tax Liabilities On account of depreciation / amortisation Others Total Deferred Tax Assets (Refer Note No. 11 in Schedule 21) On provision for doubtful debtors and advances On expenditure that is allowed on payment basis Carry forward losses Unabsorbed depreciation Others Total 154.43 663.54 706.98 131.56 748.21 2,404.72 2,404.72 1,326.15 247.25 1,573.40 1,573.40 899.92 189.72 1,089.64 1,089.64 89.82 528.53 1,277.42 588.95 2,484.72 2,484.72

77

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET

(Rs. in lacs)
Gross Block As at Additions on 1st January, inclusion of 2008 subsidiary Additions during the year Foreign Exchange Adjustment Deductions As at 31st during the December, year 2008 As at 1st On account January, of inclusion 2008 of subsidiary Provided Adjustments for the on year disposals Foreign Exchange Adjustment As at 31st December, 2008 As at 31st December, 2008 Depreciation/Amortisation Net Block As at 31st December, 2007

SCHEDULE 6 : FIXED ASSETS

Description

TANGIBLE: 1,782.94 34.90 2,244.02 6,475.47 1,148.57 1,052.66 82.56 121.67 77.32 227.19 1,107.02 690.28 43.02 164.06 25.98 142.30 54.06 66.57 1,304.34 836.59 7.47 99.48 47.50 197.77 200.81 1,340.44 181.83 162.74 8,035.81 4,162.26 68.76 519.68 86.47 20.10 1,209.17 223.21 100.49 3,596.01 716.65 5.75 106.00 8.87 (0.98) 33.92 16.66 (0.47) 27.93 148.30 50.86 54.98 69.28 0.81 123.84 1,729.19 16.19 847.46 4,812.53 946.90 754.57 1,729.19 17.73 2,748.55 3,223.28 357.44 352.45 1,782.94 18.24 1,527.37 2,313.21 311.98 362.38

Land-Freehold

Land-Leasehold

Buildings-Freehold

Plant and Machinery

Furniture and Fixtures

Motor Vehicles

INTANGIBLE: 36,866.71 1,095.35 32.00 103.02 731.76 743.58 7,193.96 59,504.94 46,067.37 83.79 13,813.17 (185.61) 273.78 329.45 13,873.85 627.79 680.83 73,655.20 59,504.94 7.31 7.31 502.44 (34.81) 155.00 7,506.59 511.90 7,687.02 6,695.29 1,321.85 129.26 2,194.69 6.20 83.73 815.49 14.88 136.10 (2.91) 236.21 103.02 125.00 4.93 535.92 567.92 11.73 1,095.35 616.85 8,403.64 (155.00) 45,425.35 58.00 40.37 7.94 78.06 90.96 738.79 1,903.34 1,282.27 340.61 240.66 (2.91) 1.08 (1.83) 277.94 (54.81) 674.85 52.10 108.05 92.94 98.24 1,248.86 9,652.69 7,687.02 671.77 64,674,28 401.84 52,219.76 45,425.35 420.50 515.82 128.16 722.55 2,096.45 6,257.73 7.31 64,002.51 51,817.92 36,866.71 478.50 20.27 716.88 737.38 6,682.06

Goodwill*

Technical Knowhow

78

Technology Licence Fees

Software

Germ Plasm

Project Sunsat (Development Cost)

Brands / Trade Marks #

NGSP Research

Total

Previous Year

Capital Work-in-progress

Total

Notes: * Goodwill represents the excess of consideration paid towards acquisition of subsidiaries over the net assets acquired, arising on consolidation of such subsidiaries into the company. # Brands amounting to Rs. 6,304.71 lacs are still to be transferred in the name of the Company.

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs)

SCHEDULE 7
INVESTMENTS Unquoted Other than trade A. Long-Term - At cost Government Securities National Savings Certificate Indira Vikas Patra Equity shares of Old Irrigation Co-operative Equity shares of East Kimberly Co-operative Less: Provision for dimunition in value of investments B. Other Investments 500 (Previous Year: 500) Bonds of Rural Electrification Corporation of Rs. 10,000 /- each fully paid-up Total 50.00 50.55 50.00 50.52

0.44 0.11 0.34 0.32 1.21 0.66 0.55

0.41 0.11 0.40 0.28 1.20 0.68 0.52

SCHEDULE 8
INVENTORIES (at lower of cost and net realisable value) a) Stores and Spares and Consumables b) Packing Materials c) Raw Materials d) Work - in - Process e) Raw Seeds f) Finished Goods Total 264.56 921.65 1,280.16 2,851.03 232.13 14,086.36 19,635.89 238.33 448.77 548.23 1,270.28 18.69 12,257.75 14,782.05

SCHEDULE 9
SUNDRY DEBTORS UNSECURED Considered good Considered doubtful Less: Provision for Doubtful Debts Total 17,591.48 433.97 18,025.45 433.97 17,591.48 13,867.72 289.35 14,157.07 289.35 13,867.72

79

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

(Rs. in lacs)

SCHEDULE 10
CASH AND BANK BALANCES Cash on hand Bank Balances in India With Scheduled Banks On Current Accounts On Deposit Accounts Bank Balances Outside India On Current Accounts On Deposit Accounts Cheques on hand Total 19.20 25.29

210.34 165.99 376.33 2,948.61 2,990.94 5,939.55 5.00 6,340.08

452.67 1,348.19 1,800.86 1,585.54 2,214.02 3,799.56 5,625.71

SCHEDULE 11
OTHER CURRENT ASSETS Interest on loans and deposits Other Current Assets Total 74.62 849.13 923.75 209.01 521.18 730.19

SCHEDULE 12
LOANS AND ADVANCES (Unsecured, Considered good, unless otherwise stated) Advances Advances Recoverable in cash or in kind or for value to be received Considered good Considered doubtful Less: Provision for doubtful advances Deposits with Government, Public Bodies, Others etc; Payment of Taxes less Provisions MAT Credit Entitlement Total

1,403.73 103.43 1,507.16 103.43 1,403.73 563.84 1,939.56 56.68 3,963.81

8,164.48 42.04 8,206.52 42.04 8,164.48 299.87 8,464.35

80

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET

As at 31st December, 2008 (Rs. in lacs) As at 31st December, 2007 (Rs. in lacs)

SCHEDULE 13
CURRENT LIABILITIES AND PROVISIONS Liabilities Sundry Creditors Advances from customers Security Deposits Interest accrued but not due on Loans Other Liabilities Total Provisions For Employee Benefits For Litigations For Milestone Payments Provisions for Taxes less Payments Proposed Dividend Dividend Distribution Tax Total 1,094.99 2,706.20 2,643.80 168.39 28.75 6,642.13 1,321.35 2,402.22 2,728.50 659.34 168.35 28.61 7,308.37 10,492.21 1,530.12 372.36 1,263.27 4,981.73 18,639.69 5,201.09 598.94 218.12 1,906.63 4,735.62 12,660.40

SCHEDULE FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

Current Year (Rs. in lacs) Previous Year (Rs. in lacs)

SCHEDULE 14
OTHER INCOME FROM OPERATIONS Business Development Fees Sale of Remnants and Other Scrap Royalty Received Commission on Sales Provisions written back Bad debts written back (net) Profit on sale of fixed assets (net) Exchange difference (net) Miscellaneous Income Total 634.22 166.06 1,081.68 207.79 91.71 23.96 34.48 226.59 845.57 3,312.06 500.00 99.54 1,128.32 150.25 5.83 45.08 48.94 281.04 2,259.00

81

SCHEDULE FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

(Rs. in lacs) Current Year (Rs. in lacs) Previous Year (Rs. in lacs)

SCHEDULE 15
OTHER INCOME Interest on loans and deposits etc. Income from current investments (gross) Profit on sale of investments (net) Exchange difference (net) Miscellaneous Income Total 242.71 18.06 0.08 305.11 14.54 580.50 1,896.26 20.06 156.82 803.14 138.92 3,015.20

SCHEDULE 16
COST OF GOODS MANUFACTURED Raw Material consumed Raw Seed consumed Purchase of Seeds Seeds Processing charges and other charges Land lease charges for seed production Chemical and fertilizer consumed Freight Inwards Total 12,319.25 1,187.70 2,780.13 1,567.38 4,394.64 733.46 542.48 23,525.04 8,252.07 1,641.14 4,201.10 831.30 2,781.13 378.85 258.82 18,344.41

SCHEDULE 17
DECREASE / (INCREASE) IN STOCK Opening Stock Work-in-process Finished goods Closing Stock Work-in-process Finished goods Total 1,297.04 11,950.18 13,247.22 2,267.93 12,187.11 14,455.04 (1,207.82) 1,629.66 6,255.43 7,885.09 1,270.20 12,484.08 13,754.28 (5,869.19)

SCHEDULE 18
PERSONNEL EXPENSES Salaries, wages and bonus Contribution to provident and other funds Gratuity Expense Workmen and staff welfare expenses Total 82 8,713.62 535.70 42.44 269.52 9,561.28 6,127.35 372.18 143.81 191.94 6,835.28

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

(Rs. in lacs) Current Year (Rs. in lacs) Previous Year (Rs. in lacs)

SCHEDULE 19
OPERATING AND OTHER EXPENSES Stores and spares consumed Power and fuel Repairs Buildings Machinery Others Rent Rates and taxes Insurance Commission Packing, Freight and Transport Travelling and Conveyance Communication Expenses Printing and Stationery Advertisement & Sales Promotion Royalty Production and farm expenses Excess interest written off Provision for doubtful debts and advances Provision for stock damages Inventory written off Provision for litigation Consignee agents expenses Legal and consultancy charges Loss on sale of Fixed Assets (Net) Miscellaneous expenses Total 1,442.11 416.04 158.68 245.96 97.48 502.12 1,129.27 241.65 279.68 1,220.96 2,571.30 2,595.51 355.97 145.38 1,360.32 268.05 467.87 49.64 203.54 427.05 129.54 (236.37) 107.93 1,047.49 3,800.80 18,525.85 944.42 293.01 27.88 190.79 40.78 259.45 739.30 157.88 217.18 1,116.60 2,506.16 2,024.56 278.32 76.72 1,238.33 258.93 168.33 77.98 244.10 26.64 124.45 666.63 7.90 3,509.75 14,936.64

SCHEDULE 20
INTEREST AND OTHER FINANCIAL CHARGES Interest on Loans and others Bank charges Exchange difference (net) Cash and Advance Booking Discounts Total 3,222.05 160.83 319.52 552.05 4,254.45 3,584.06 90.70 3.20 403.87 4,081.83

83

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21
NOTES TO CONSOLIDATED ACCOUNTS 1. DESCRIPTION OF BUSINESS Advanta India Limited (the Holding Company) and certain of its subsidiaries are principally engaged in research, development, production, distribution and marketing of hybrid agricultural field crop seeds and plant seeds for agricultural use. Certain other subsidiaries are predominantly holding companies with investments in the companies engaged in development of hybrid seeds. Advanta India Limited and its subsidiaries are hereinafter collectively referred to as the Group. 2. ACQUISITIONS DURING THE YEAR (a) The Group has acquired the operating assets and working capital of Garrison and Townsend in Hereford, Texas, USA, engaged in the business of developing genetics and selling wholesale sorghum seeds for a consideration of Rs.5,100.30 lacs. Further the Group has acquired the operating assets of Advanta Pacific, LLC in Fargo, North Dakota, USA engaged in the business of developing genetics and selling wholesale sunflower seeds for a consideration of Rs.909.30 lacs. The difference between the net assets acquired and consideration paid amounting to Rs.2,318.29 lacs and Rs.20.66 lacs, respectively has been recognised as Goodwill. (b) The Group has purchased equity and preference shares of Unicorn Seeds Private Limited, Hyderabad, India which is engaged in the business of research, production and sale of vegetable seeds for a consideration of Rs.5,350.80 lacs. The difference between the net assets acquired and consideration paid amounting to Rs.5,010.75 lacs has been recognised as Goodwill. (c) On account of the above acquisitions, the assets at the reporting date have increased by Rs.1,169.49 lacs (Previous Year: Rs.561.85 lacs) and the results for the reporting year have increased / (decreased) by Rs.848.89 lacs (Previous Year: Rs.(237.07 lacs)). 3. PRINCIPLES OF CONSOLIDATION (a) The Consolidated Financial Statements include accounts of Advanta India Limited (the Holding Company) and its subsidiaries. Subsidiaries are those companies in which Advanta India Limited, directly or indirectly, has an interest of more than one half of voting power or otherwise has power to exercise control over the composition of the Board of Directors. Subsidiaries are consolidated from the date on which effective control is transferred to the Group to the date such control exists. (b) The subsidiaries of the Holding Company considered in the consolidated financial information are as given below: Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Name of the Company Relationship Country of Percentage of Incorporation group holding as at December 31, 2008 Netherlands Netherlands Netherlands Netherlands Thailand Argentina Australia Thailand Australia Mauritius India USA USA India 100% 100% 100% 100% 100% 100% 100% 100% 70% 100% 100% 100% 100% 100%

Advanta Holdings BV Advanta Netherlands Holdings BV Advanta Finance BV Advanta International BV Pacific Seeds Holdings (Thailand) Limited Advanta Semillas SAIC Pacific Seeds Pty Ltd. Pacific Seeds (Thai) Ltd. Longreach Plant Breeders Management Pty Limited Advanta Seed International Unicorn Seeds Private Limited Advanta U.S. Inc. Advanta Seeds USA LLC Advanta Seeds Limited 84

Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS Notes: i) The ownership interest as given above has been calculated based on the effective interest of Advanta India Limited in the various subsidiaries including the investments made by its subsidiaries. ii) Pacific Seeds (Thai) Limited and Pacific Seeds Pty Limited are wholly owned subsidiaries of Pacific Seeds Holdings (Thailand) Limited and Advanta Finance B.V. respectively as at 31st December, 2008. iii) Advanta Semillas SAIC is 90% held by Advanta International B.V. and 10% held by Advanta Netherlands Holdings B.V. as at 31st December, 2008. iv) Advanta Finance B.V., Advanta International BV and Pacific Seeds Holdings (Thailand) Limited are wholly owned subsidiaries of Advanta Netherlands Holdings B.V. as at 31st December, 2008. v) Advanta Netherlands Holdings B.V. wholly owned subsidiary of Advanta Holdings B.V. as at 31st December, 2008. vi) Advanta Holdings B.V. and Advanta Seed International are wholly owned subsidiary of Advanta India Limited as at 31st December, 2008. vii) 70% Holding of Longreach Plant Breeders Management Pty Limited is held by Pacific Seeds Pty Ltd as at 31st December, 2008. viii) Unicorn Seeds Private Limited is wholly owned subsidiary of Advanta India Limited from 4th January 2008 ix) Advanta US Inc. is wholly owned subsidiary of Advanta Holdings B.V. from 1st February 2008. x) Advanta Seeds USA, LLC is wholly owned subsidiary of Advanta Holdings B.V. from 1st May 2008. xi) Advanta Seeds Limited is wholly owned subsidiary of Advanta India Limited from 7th July 2008. (c) The Consolidated Financial Statements have been prepared in accordance with historical cost convention and Accounting Standard 21 - Consolidated Financial Statements issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. The Consolidated Financial Statements have been prepared on the following basis: i) All the subsidiaries of the Holding Company are incorporated outside India except Unicorn Seeds Private Limited and Advanta Seeds Ltd. The activities of the subsidiaries are not an integral part of those of the Holding Company and hence, these have been considered to be Non-Integral foreign operations in terms of Accounting Standard 11 The Effects of Changes in Foreign Exchange Rates Consequently, the assets and liabilities, both monetary and non-monetary, of such subsidiaries have been translated at the closing rates of exchange of the respective currencies as at 31st December, 2008.

(d)

ii) All inter company transactions, balances and unrealized surpluses and deficits on transactions between group companies are eliminated. iii) As far as possible, the consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Holding Companys separate financial statements. iv) The financial statements of the subsidiaries used for the purpose of consolidation are drawn upto the same reporting date as that of the Holding Company i.e. 31st December, 2008. 4. (a) SIGNIFICANT ACCOUNTING POLICIES Accounting Assumptions The Consolidated Financial Statements have been prepared on accrual basis as a going concern on historical cost 85

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS convention to comply with the mandatory accounting standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. (b) Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Sale of Goods The Group recognizes revenue when significant risks and rewards of ownership of the goods have passed to the buyer which generally coincides with dispatch of goods to the customer. Income from Services The Group recognizes revenue from services as and when the services are rendered. Interest The Group recognizes revenue on a time proportion basis taking into account the amount outstanding and the rate applicable. Dividends The Group recognizes revenue when the shareholders right to receive payment is established by the balance sheet date. Others In case of subsidiaries engaged in development of hybrid seeds, revenue earned (net of returns) is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue from maintenance contracts are recognised pro-rata over the period of the contract as and when services are rendered. In case of companies engaged in investing activities, revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. (c) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates. (d) Government Grants Government grants received by the Holding Company in the nature of Investment Subsidy are treated as Capital Reserve. (e) Fixed Assets Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. 86

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS (f) Impairment The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. On such indication, the impairment loss (being the excess of carrying value over the recoverable value of the asset) is charged to the profit and loss account in the respective financial year. The impairment loss recognised in the prior years is reversed where the recoverable value exceeds the carrying value of the asset upon re-assessment in the subsequent years. (g) Intangible Assets Costs relating to all the intangible assets, which are acquired, are capitalized and amortized on a straight-line basis over their useful lives not exceeding ten years. (h) Depreciation Holding Company Depreciation on building and plant and machinery is provided for in the accounts on straight line method in accordance with the rates prescribed in Schedule XIV of the Indian Companies Act, 1956.Depreciation on other assets is provided using straight line method as per useful life of the assets estimated by the Management or at the rates prescribed under Schedule XIV of the Indian Companies Act, 1956 whichever is higher. The estimated useful lives of these assets are as under: Asset class Furniture and Fixtures Computers Motor Vehicles Office Equipments Estimated useful lives in years 10 5 5 10

Improvements to Lease hold property are depreciated over the period of lease. Foreign Subsidiary In case of subsidiaries, depreciation is provided on the Straight Line Method as per the useful lives of the assets as determined by the management. These rates are given below: Asset class Buildings Plant and Machinery Furniture and Fixtures Motor Vehicles Unicorn Seeds Private Limited Depreciation is provided on written down value method and the rates computed in accordance with Sec. 205(2)(b) of the Indian Companies Act, 1956 and in accordance with Schedule XIV of the Indian Companies Act, 1956. 87 Estimated useful lives in years 5 50 3 10 5 10 37

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS (i) Goodwill Goodwill represents excess of the cost to the parent of its investment in a subsidiary over the parents portion of equity of the subsidiary, at the date on which investment in the subsidiary is made. The goodwill is reviewed for impairment whenever events or changes in business circumstances indicate the carrying amount of assets may not be fully recoverable. If impairment is indicated, the goodwill is written down to its fair value. (j) Leases Where the Company is the Lessee Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income. Lease management fees, legal charges and other initial direct costs are capitalised. If there is no reasonable certainty that the Company will obtain the ownership by the end of the lease item, capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term. (k) Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of the investments. (l) Inventories The method of valuation of various categories of inventories is as follows: (i) Store and Spares, Consumables and Packing material At cost or below. Cost is determined by weighted average method. In case of Pacific Seeds Pty Ltd., packing materials are valued on a standard cost basis. These standards are reviewed regularly and adjusted for significant variances. (ii) Raw Materials Lower of cost and net realisable value. Cost is determined on a weighted average basis. In case of Pacific Seeds Pty Ltd., raw materials, components, stores and spares are valued on a standard cost basis. These standards are reviewed regularly and adjusted for significant variances. In case of Advanta US INC and Advanta Seeds USA LLC, cost is determined on First in First out specific identification basis. (iii) Work-in-progress and Finished Goods Lower of cost and net realisable value. Work-in-progress comprises of cost of material and applicable overheads. In case of finished goods, the cost comprises of materials, direct labour and production overheads of the related crops. (iv) Traded goods are valued at lower of cost or net realisable value. (m) Foreign Currency Transactions Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. 88

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise except those arising from investments in nonintegral operations. Exchange differences arising in respect of fixed assets acquired from outside India before accounting period commencing on or after December 7, 2006 are capitalized as a part of fixed asset. Exchange differences arising on a monetary item that, in substance, form part of the companys net investment in a non-integral foreign operation is accumulated in a foreign currency translation reserve in the financial statements until the disposal of the net investment, at which time they are recognized as income or as expenses. Translation of Non-integral foreign operation In translating the financial statements of a non-integral foreign operation for incorporation in financial statements, the assets and liabilities, both monetary and non-monetary, of the non-integral foreign operation are translated at the closing rate; income and expense items of the non-integral foreign operation are translated at exchange rates at the dates of the transactions; and all resulting exchange differences are accumulated in a foreign currency translation reserve until the disposal of the net investment. On the disposal of a non-integral foreign operation, the cumulative amount of the exchange differences which have been deferred and which relate to that operation are recognised as income or as expenses in the same period in which the gain or loss on disposal is recognised. When there is a change in the classification of a foreign operation, the translation procedures applicable to the revised classification are applied from the date of the change in the classification. (n) Research and Development Research and Development expenditure is charged to revenue in the year in which it is incurred. In case of subsidiaries involved in development of hybrid seeds, development expenditure incurred on an individual project is carried forward when its future recoverability can be reasonably regarded as assured. Any expenditure carried forward will be amortised over the period of expected future sales from the related project. (o) Retirement and other employee Benefits (i) Retirement benefits in the form of Provident Fund and Superannuation Fund are a defined contribution scheme and the contributions to the scheme are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the respective trusts. The Superannuation Fund scheme is funded with an insurance company in the form of a qualifying insurance policy. (ii) The Holding Company has a defined benefit gratuity plan. The Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. (iii) Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. (iv) Actuarial gains / losses are immediately taken to the profit and loss account and are not deferred. 89

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS (p) Derivative Instruments Certain subsidiaries use derivative financial instruments such as forward exchange contracts to hedge their risks associated with foreign currency fluctuations. The premium on discount arising at the inception of forward exchange contracts is amortised as income or expense over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit/loss arising on cancellation or renewal of forward exchange contract is recognised as income or as expense for the year. The derivative contracts not covered under AS-11 are marked to market on portfolio basis and net loss after considering the offsetting effect on the underling hedge item is charged to the income statement. Net Gains are ignored. (q) Taxes on Income Tax expense comprises of current, deferred and fringe benefit tax. Current Income tax and Fringe benefit tax is determined based on the amount of tax payable in respect of taxable income for the year as per the laws of the respective countries. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. Deferred tax asset and deferred tax liabilities across various countries of operations are not set off against each other as the Company does not have legal right to do so. MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the Minimum Alternative Tax (MAT) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period. (r) Provisions A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognised not disclosed in the financials statements. (s) Cash and Cash Equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. 90

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS (t) Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) 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 are adjusted for the effects of all dilutive potential equity shares. 5. Employees Stock Option Plan (ESOP) The Company instituted an Employees Stock Option Plan Scheme (ESOPS) for certain employees as approved by the shareholders on 20th September, 2006. In accordance with the scheme, the Company granted options in respect of 153,578 equity shares to employees of the Company and its subsidiaries on one to one basis at an exercise price of Rs.285/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of 50% of the options granted is conditional upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee. As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statement. During the year 31,934 options have vested. Date of Grant Date of Board Approval Date of Shareholders Approval Number of Options Granted Method of Settlement (Cash / Equity) Vesting Period Exercise Period Vesting Conditions September 27, 2006 September 13, 2006 September 20, 2006 153,578 Equity Spread over 4 years and 6 months 10 years 50% of the options granted is conditional upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee As at 31st December, 2008 (No. of equity shares) Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Vested during the year Options vested and outstanding during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year 91 134,438 19,140 NIL 2,159 31,934 29,775 NIL 121,644 29,775 As at 31st December, 2007 (No. of equity shares) 134,405 18,178 18,145 NIL NIL NIL NIL 134,438 NIL

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS Stock options granted: The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs: Current Year Weighted average share price (Rs. per share) Exercise Price (Rs. per share) Expected Volatility Life of the options granted (Vesting and exercise period) in years 285 285 43% Vesting period + 18 months i.e. 3 years, 4 years, 5 years, and 6 years, for each Vesting tranche of 25% 1.40% per annum 7.50% per annum Previous Year 285 285 43% Vesting period + 18 months i.e. 3 years, 4 years, 5 years, and 6 years, for each Vesting tranche of 25% 1.40% per annum 7.50% per annum

Expected Dividends Average risk-free interest rate

Since the Company used the intrinsic value method the impact on the reported net profit and earnings per share by applying the fair value method is as under: Current Year (Rs. in lacs) Net Profit attributable to equity shareholders Add Employee stock compensation under intrinsic value method Less Employee stock compensation under fair value method Proforma profit Earning per share (Rs.) Basic as reported Proforma Diluted as reported Proforma 6. Contingent Liabilities i) Income tax matters of the Holding Company under dispute a) Pending with authorities at various levels - Rs.1,577.54 lacs (Previous Year: Rs. 1,366.21 lacs); and b) Estimated liability on the basis of past assessments in respect of pending assessment year - Rs. 380.79 lacs (Previous Year: Rs.339.46 lacs) 92 29.75 29.45 28.17 28.01 30.00 29.69 28.41 28.25 5,049.75 50.88 4,998.87 Previous Year (Rs. in lacs) 4,445.25 25.44 4,419.81

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS ii) Claims against the Company not acknowledged as debts Rs.56.61 lacs (Previous Year: Rs. 122.12 lacs) iii) Guarantee given by Companys Bankers on behalf of: a) Subsidiary Companies Rs.750.00 lacs (Previous Year: Rs.801.73 lacs) b) Others Rs.100.00 lacs (Previous Year: Nil). iv) Claims against Advanta Semillas, Argentina not acknowledged as debts - Rs.25,334.40 lacs (US $ 52,000,000) [Previous Year: Rs. 20,508.80 lacs (US $ 52,000,000)]. This pertains to two litigations against Advanta Semillas SAIC of compensation for damages for breach of contract. These cases will be settled simultaneously as they have been considered interrelated cases by intervening court. The company has provided an amount of Rs. 2,706.20 lacs (Previous Year: Rs. 2,402.22 lacs) as at 31st December, 2008 against these litigations (included in Schedule 13) based on the opinion from legal counsel, as the best estimate of the amount payable by the Company. However, by way of an agreement entered into with a third party, Advanta Netherlands Holdings B.V. (ANH) has a counter claim receivable in respect of the aforesaid litigations. Accordingly, for the purpose of consolidated financial statements, the said contingent liability no longer remains. v) In case of Pacific Seeds Pty Ltd., Australia, the aggregate maximum amount payable to growers providing expected seed quality - Rs.3,447.04 lacs (Previous Year : Rs. 3,518.58 lacs). 7. Capital Commitments Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) Rs.254.74 lacs (Previous Year: Rs. 724.22 lacs). 8. 9. Capital Reserve represents State Investment subsidy sanctioned by the Government of Andhra Pradesh, for setting up of a unit at Toopran Mandal, Andhra Pradesh under Target 2000 Scheme of the State Government. In the case of Pacific Seeds Pty Ltd., Australia, the raw materials, components, stores and spares and packing materials are valued on a standard cost basis. These standards are reviewed regularly and adjusted for significant variances and cost is determined on weighted average basis. The other companies of the group value the raw materials, components , stores and spares and packing materials at lower of cost or net realisable value. The management considers it impracticable to use a uniform accounting policy for the valuation and to quantify the impact of the difference between such accounting policies. As at 31st December, 2008, of the total value of raw materials, components, stores and spares and packing materials of Rs.2,466.37 lacs (Previous Year: Rs. 1,235.33 lacs), inventories amounting to Rs.785.85 lacs (Previous Year : Rs.402.01 lacs) have been valued on standard cost basis. From 10th July, 2006 onwards, the remuneration to the Managing Director of the Holding Company has exceeded the limit prescribed under the Companies Act, 1956. The Company has filed an application with the Central Government for approval of the remuneration to be paid to the Managing Director in excess of the limits prescribed by the Companies Act. The excess remuneration paid to the Managing Director for the year ended December 31, 2006 to December 31, 2008 amounts to Rs. 91.09 lacs (Previous Year: Rs.28.48 lacs). Recognition of Deferred Tax Assets (a) In case of Pacific Seeds Holdings (Thailand) Limited, the said Subsidiary Company has recognised deferred tax assets on the unused tax losses totaling THB 26,716 thousand (Rs.375.25 lacs) as on December 31, 2008 in the balance sheet and THB 14,275 thousand (Rs.194.47 lacs) in the profit and loss account for the year ended on December 31, 2008, since the management is of the opinion that the said unused losses can be utilised. During the year, in case of Longreach Plant Breeders Management Pty Limited, the said Subsidiary Company 93

10.

11.

(b)

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS has recognised deferred tax assets on the unused tax losses totaling AUD 697.39 thousand (Rs.234.29 lacs) as on December 31, 2008 in the balance sheet and AUD 697.39 thousand (Rs.237.69 lacs) in the profit and loss account for the year ended on December 31, 2008, since the management is of the opinion that the said unused losses can be utilised. (c) During the year, in case of Advanta Seeds USA LLC, the said Subsidiary Company has recognised deferred tax assets on the unused tax losses totaling USD 224 thousand (Rs.109.13 lacs) as on December 31, 2008 in the balance sheet and USD 224 thousand (Rs.98.74 lacs) in the profit and loss account for the year ended on December 31, 2008, since the management is of the opinion that the said unused losses can be utilised.

12.

Consolidated Earning Per Share (A) Basic Earning Per Share: Particulars Year ended 31st December, 2008 Rs. in Lacs 5,137.20 166.38 (350.83) 97.00 5,049.75 16,834,866 10.00 30.00 Year ended 31st December, 2007 Rs. in Lacs 4,446.46 81.92 (83.13) 4,445.25 15,646,442 10.00 28.41

Profit after taxation Add / (Less): Minority Interest Add / (Less): Prior Period Adjustments Others Add / (Less): Prior Period Adjustments Taxation Net Profit attributable to equity shareholders Weighted Average Number of Equity Shares outstanding Nominal value of equity shares Rs. Basic Earning per share - (Rs.) (B) Diluted Earning Per Share: Particulars

Year ended 31st December, 2008 Rs. in Lacs 5,137.20 166.38 (350.83) 97.00 5,049.75 16,834,866 137,937 16,972,803 10.00 29.75 94

Year ended 31st December, 2007 Rs. in Lacs 4,446.46 81.92 (83.13) 4,445.25 15,646,442 134,405 15,780,847 10.00 28.17

Profit after taxation Add / (Less): Minority Interest Add / (Less): Prior Period Adjustments Others Add / (Less): Prior Period Adjustments Taxation Net Profit attributable to equity shareholders Weighted Average Number of Equity Shares outstanding Dilutive impact of employee stock options Weighted Average Number of Equity Shares for computing diluted earning per share Nominal value of equity shares (Rs.) Diluted Earning per share (Rs.)

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS 13. Leases The lease term is in the range of 1 year to 30 years and thereafter renewable. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases. Lease rental expense for the year for the agreements entered into is Rs. 1,129.27 lacs ( Previous Year: Rs. 739.30 lacs). The minimum lease rents payable from the date of the Balance Sheet date in respect of certain subsidiaries on operating and finance leases are as follows: Particulars As at 31st December, 2008 Rs. in Lacs 1,241.88 2,167.88 154.09 90.21 43.73 As at 31st December, 2007 Rs. in Lacs 772.44 1,032.60 27.07 45.63

(a) Obligations in case of operating leases: Not later than one year Later than one year and not later than five years More than five years (b) Obligations in case of finance leases: Not later than one year Later than one year and not later than five years 14. Derivative instruments and un-hedged foreign currency exposure a) Derivative instruments - Forward contracts outstanding as at the Balance Sheet date Nature of contract Buy Sell Purpose As at 31st December, 2008 Amount in Lacs USD AUD 9.70 7.36 As at 31st December, 2007 Amount in Lacs USD 1.49 AUD 49.52 USD 6.77 AUD 46.73 As at 31st December, 2007 Amount in Lacs EURO136.21 EURO 21.44 EURO AUD THB 0.60 0.42 9.92

Hedge of expected future purchase Hedge of expected future sales

USD 4.88 AUD 405.76 As at 31st December, 2008 Amount in Lacs EURO 136.21 USD 34.20 EURO EURO 26.21 0.60 0.93 1.57 5.98 0.38

b) Particulars of un-hedged foreign currency exposure Purpose

Loan Accrued interest Accrued expenses

Royalty Fee Sundry Creditors Sundry Debtors

USD USD USD EURO 95

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS c) Particulars of un-hedged interest rate risk exposure as at 31st December, 2008 On Loan of Euro 136.21 lacs which carry interest rate of LIBOR + 2.5% p.a. d) Commodity futures Nil (Previous Year: USD 1.46 lacs) for the hybrid sorghum seeds production for next year sales. 15. Provisions Particulars Litigations As at 31st December, 2008 Rs. in Lacs Opening Balance Additions during the year Amounts used during the year Exchange difference on translation Unused amounts reversed during the year Closing Balance Also Refer Note No.6 (iv) 16. Segment Information Segment information has not been given as the management is of the view that the said information would be prejudicial to the interest of the group. 17. Related Party Transactions I. Nature of Relationship A. Enterprises over which the enterprise or key management personnel and their relatives have significant influence: Sr. No. 1 2 3 4 5 6 7 8 Name of the Company United Phosphorus Limited (UPL) Bio-win Corporation Limited (BWC), Mauritius United Phosphorus Limited Gibraltar (UPLG) United Phosphorus Holdings BV. (UPH) Nippon UPL KK (Nippon) Reposo SAIC (Reposo) Uniphos Enterprises Limited (UEL) Jai Research Foundation (JRF) 96 2,402.22 (303.98) 2,706.20 As at 31st December, 2007 Rs. in Lacs 2,377.93 25.15 (0.86) 2,402.22 Milestone Payments As at 31st December, 2008 Rs. in Lacs 2,728.50 1,300.00 (1,335.95) (48.75) 2,643.80 As at 31st December, 2007 Rs. in Lacs 2,728.50 2,728.50

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS B. Key Management Personnel and their relatives Ram V Kaundinya (Managing Director Advanta India Limited) Chris Bazley (CEO Director Pacific Seeds Pty Limited) Norman Davey (CFO Director Pacific Seeds Pty Limited) Tandra Coleman (Director appointed August 27, 2008 Pacific Seeds Pty Limited) Howard Morris (Director resigned August 27, 2008 Pacific Seeds Pty Limited) Jocelyn Davey (Relative of CFO Director Pacific Seeds Pty Limited) Pacholk Pongpanich (Managing Director Pacific Seeds (Thai) Limited) Yongyut Pansung (Marketing Manager and Director - Pacific Seeds (Thai) Limited) II. Transactions during the year Particulars i) Sales of Goods Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL Nippon Sales of Services Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL UPLG Purchases of Goods Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL JRF Purchases of Services Enterprises over which the enterprise or the key management personnel and their relatives have significant influence Reposo Purchases of Intangible Assets Enterprises over which the enterprise or the key management personnel and their relatives have significant influence - UPLG Expenses reimbursed to Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL JRF UEL 97 Current Year Rs. in Lacs Previous Year Rs. in Lacs

2,428.82 122.25

ii)

634.22

500.00 715.38

iii)

42.89

8.45 10.00

iv)

308.56

v)

1,218.00

523.49

vi)

24.77 0.79

57.70 14.25 6.79

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS Particulars vii) Expenses incurred for Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL UPLG Current Year Rs. in Lacs Previous Year Rs. in Lacs

153.86 116.33

viii) Loan given to Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : BWC JRF ix) Loan received / returned from Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL BWC UPH Loan repaid to Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : BWC UPH UPL Interest paid to Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL BWC UPLG UPH Interest Received from Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : BWC

21,212.61 93.26

16,781.50 26,234.21 22,000.82

1,150.00 21,550.45

x)

25,883.54 3,860.19 13,828.46

1,106.44 150.00

xi)

849.64 812.84 121.92

20.77 1,391.77 107.50

xii)

1,353.98

xiii) Commission Received from Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UPL xiv) Remuneration Key Management Personnel Relative of Key Management Personnel 98

226.95 486.74 69.38

150.25 476.53 63.56

Advanta India Limited

SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT SCHEDULE 21 (Contd.)
NOTES TO CONSOLIDATED ACCOUNTS Particulars xv) Rent paid Enterprises over which the enterprise or the key management personnel and their relatives have significant influence : UEL JRF xvi) Outstanding balances as at the year end a) Creditors/Payables UPL BWC UPLH UPLG Reposo JRF UEL b) Receivables Nippon UPL BWC JRF UPLG c) Loan Payable BWC UPL d) Loans and Advances given UEL BWC 18. Current Year Rs. in Lacs Previous Year Rs. in Lacs

105.00 3.73

189.00

914.27 6,944.34 18,272.30 1,863.54 341.04 21.80 160.61 94.70 175.07 85.00 1,342.96 3,953.05

176.97 1,358.86 522.72 982.73 379.45 79.00 831.27 23,241.13 1,000.00 69.57 21,409.89

Previous years figures have been regrouped/ rearranged wherever necessary to conform to the classification adopted for the current year. SIGNATURE TO SCHEDULES 1 TO 21

As per our Report of even date For S. V. GHATALIA & ASSOCIATES Chartered Accountants per SUDHIR SONI Partner Membership No.: 41870 Place: Mumbai Date: 30th March, 2009

For and on behalf of the Board of Advanta India Limited

Vikram R. Shroff Director Manoj Gupta Chief Financial Officer Place: Mumbai Date: 30th March, 2009 99

Ram V. Kaundinya Managing Director H. K. Agarwal Company Secretary

Abridged Financial Information of Subsidiaries as at 31.12.2008

(INR in Lacs)

Sr. No. Subsidiary Capital 12.27 20,398.55 12.27 12.27 157.85 243.60 1.40 117.99 0.00 6,628.71 1,534.41 1,679.75 136.10 5.00 (2.65) 5.02 5.02 0.02 461.77 3,015.39 3,015.39 8,099.35 26,344.82 26,344.82 (1,255.80) 1,813.28 1,813.28 0.12 20,362.86 1,953.22 (3,249.16) 9,135.05 9,135.05 9,316.26 1,929.89 2,945.26 2,945.26 2,553.90 5,519.09 7,692.17 7,692.17 7,446.00 1,754.97 2,087.90 1,013.26 (792.29) 1,633.34 311.88 (2.65) (1,971.30) 9,548.75 9,548.75 (648.24) 619.82 7,293.92 7,293.92 6,606.38 820.88 (201.55) 864.66 864.66 98.14 (281.09) 41,321.42 48,488.98 48,488.98 2,526.36 575.90 (98.74) 260.08 (194.47) 478.64 62.63 241.04 (237.69) 248.41 53.74 (516.71) 4,632.42 4,632.41 (120.81) (24.17) 12,299.05 72,685.01 72,685.01 (3,070.50) (773.43) 20,456.85 20,496.44 20,496.44 (9.32) (2.39) (6.93) (2,297.08) (96.65) 1,950.46 (182.36) 560.79 (453.77) 1,276.33 2,025.26 772.22 (554.61) 1,384.93 258.14 (2.65) Reserves Turnover Netherlands Netherlands Netherlands Netherlands USA USA Thailand Thailand Mauritius Argentina Australia Australia India India

Location/ Country

Total Assets

Total Liabilities

Details of Investment (except in case of investment in subsidiaries) Profit / (Loss) Before Taxation 0.75 Provision for Taxation Exp / (Inc) Profit / (Loss) After Taxation Proposed Dividend

Advanta Finance BV

Advanta Holdings BV

Advanta International BV

Advanta Netherlands Holdings BV

Advanta Seeds USA, LLC

Advanta US, Inc

Pacific Seeds Holdings (Thai) Ltd.

Pacific Seeds (Thai) Ltd.

Advanta Seed International

10

Advanta Semillas S.A.I.C.

11

Longreach Plant Breeders Management Pty Ltd.

12

Pacific Seeds Pty Ltd.

13

Unicorn Seeds Pvt. Ltd.

100
Euro 68.1763 63.1280 44.08 1.3620 34.0820 48.72 1.4046 33.5949 US$ Thai Baht AU$

14

Advanta Seeds Ltd.

Note: Exchange rates considered for above calculation

Particulars

Closing Rate (for Balance Sheet Items)

Average Rate (for Profit and Loss Items)

Advanta India Limited

ELECTRONIC CLEARING SERVICE (ECS) MANDATE FORM

Members Authorization to receive dividends through Electronic Credit Clearing Mechanism To M/s. Sharepro Services (India) Private Limited. Samhita Complex, Gala No. 52 to 56, Building No. 13 A-B, Near Sakinaka Telephone Exchange, Andheri-Kurla Road, Sakinaka, Mumbai - 400 072. India Shareholders authorization to receive dividends through Electronic Credit Clearing Mechanism. Registered Folio No. Name of the first / Sole Shareholder Bank Name Branch Address & Telephone No. of Branch Bank Account Number (As appearing on the Cheque Books) 9 digit code number of the Bank and Branch appearing on the MICR cheque, or a photocopy (Xerox copy) of a Cheque issued to you by your bank, for verification of the above particulars. Account Type (Please tick the option) Savings Current Cash Credit Bank Account Ledger Folio No. (if any) Effective date of this mandate I hereby declare that the particulars given above are correct and complete. If the payment transaction is delayed or not effected at all for any reasons, including but not limited to incomplete or incorrect information, I will not hold M/s. Advanta India Limited responsible. I agree to discharge the responsibility expected of me as a participant under the scheme. I, further undertake to inform the Company of any subsequent change(s) in the above particulars. Place: Date: Name of the First Holder: Signature of the First Holder: ECS Ref. No.: (For office use only)

Note: 1. Please fill in the information in CAPITAL LETTERS in ENGLISH ONLY. 2. In case of shareholders holding the equity shares in demat form, the shareholders are requested to provide details to their respective Depository participants. Shareholders are also requested to note that changes, if any, intimated by the Demat Account holders directly to the Company will not be considered.

101

15th Annual General Meeting Advanta India Limited

Registered Office: 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad-500 003, Andhra Pradesh, India

ATTENDANCE SLIP
Date 22 June, 2009
nd

Venue Quoram Hall, Hotel Minerva Grand, Sarojini Devi Road, Secunderabad 500 003, Andhra Pradesh, India Folio No. / DPID and Client ID No.

Time 11.30 am No. of Shares

Name of the Shareholder

I certify that I am a registered Shareholder of the Company and hold above mentioned shares in the Company and hereby record my presence at the 15th Annual General Meeting of the Company. Members / Proxys Signature
Note: Shareholder / Proxy Holder wishing to attend the Annual General Meeting must bring this Slip duly filled in and signed and hand it over at the entrance to the Meeting.

15th Annual General Meeting Advanta India Limited

Registered Office: 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad-500 003, Andhra Pradesh, India

PROXY FORM
Regd. Folio No.: DP ID No. .... I / We of No. of Shares .. Client ID No. .... being Member/Members of of

Advanta India Limited hereby appoint

as my/our proxy to attend and vote for me / us on my / our behalf at the 15th Annual General Meeting of the Company to be held on Monday, 22nd June, 2009 at 11.30 a.m. at Quoram Hall, Hotel Minerva Grand, Sarojini Devi Road, Secunderabad 500 003, Andhra Pradesh, India and at any adjournment(s) thereof. As witness my/our hand (s) this day of 2009.
Affix Re. 1/Revenue Stamp

Signed by the said

Note : This Proxy Form in order to be effective should be duly filled in, stamped and signed and must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting. The Proxy need not be a member of the Company. 102