FINANCIAL RESULTS

                                                (Fig. in Rs. lacs)

Particulars                                     2005-06   2004-05
Sales & Other Income                             147.91    205.85
Profit\(loss) before Dep
And Tax                                            3.65      8.32
Less:
i) Depreciation                                    0.71       .83

ii) Misc. Exp. Written off                           -       4.21
Profit\(loss)BeforeTax                             2.85      3.27
Less: Provision for Tax
Less: FBT Tax                                       .13        -
NetProfit\(loss)afte,rTax                          2.72      3.27
Add: Balance B\F from
Previous year                                  (1507.14) (1510.42)
Profit for appropriation                           2.72      3.28
Carried to Balance Sheet                       (1504.42) (1507.14)

Your Directors regret their inability to recommend any dividend for the year consideration.

OPERATIONS:

The Company is in the field of marketing of Vacuum Cleaners and Water Purifiers. During the year, the Vacuum Cleaner and Water Purifier sales remained at a lower level than previous year.

OPPURTUNITY, THREATS, RISKS AND CONCERNS

The present market of water purifiers is estimated at 6,35,000 units valued at Rs.415 crores and the market of Vacuum Cleaners is estimated at 2,60,000 units valued to be Rs.170 crores. The company has the largest range of Water purifiers and Vacuum Cleaners for all segments, backed by world known

Brand Hoover. The company would like to be part of this success by attaining market share of 23% by 2009-10 and plans to achieve turnover of Rs.219 Crores by the year 2009 10. The company during the year diversified into Real Estate and formalised an Agreement providing for working as Project Partner on Commission basis, the details are provided hereunder.

DEPOSITS

The Company has not invited nor accepted any deposits from the public.

DIRECTORS

Mr.Ved Prakash Arya, Mr.Ashok Gupta and Mr.L.R.Sharma are the Directors of the Company. Mr.S.K.Modi resigned during the year. Mr.L.R.Sharma who retires by rotation in this Annual General Meeting and being eligible, offers himself for re-appointmeni

DIRECTORS RESONSIBILITY

STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

As required by Section 217(2AA) oi the Companies Act, 1956 we hereby confirm:

i) That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June 2006 and of the profit and loss for the year ended 30th June 2006.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions oi the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Mangla Associates, Chartered Accountanta, Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Auditors Report as well as notes to accounts are appended to this report and are self-explanatory and in the opinion of the Board of Directors, do not require any further comments.

CORPORATE GOVERNANCE

The company has implemented the norms of Corporate Governance in accordance with clause 49 of the Listing Agreement with the Stock Exchanges. The report on Corporate Goveinance and Auditors certificate thereof on compliance of clause^ is given along with this report.

EXPORT

There were no exports during the year.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

There is no employee in the company receiving remuneration as set out in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

INFORMATION UNDER SECTION 217(l)(e) OF THE COMPANIES ACT, 1956.

Your company has no activity relating to conservation of energy and technology absorption.

MATERIAL TRANSACTIONS AFTER BALANCE SHEET DATE(30.06.2006)

a) Venture into Real Estate: The Company by passing a Resolution by Postal Ballot in April 2006 diversified itself into Real Estate Business by forming a separate division Regent Realty. In November 2006, the company entered into an agreement for assisting its UK Partner, Regent Realty, UK. The details of this Agreement are provided hereunder

b) Repayment of C&F Deposits: The Company was successful in negotiating with the C&F Agents to forego the interest payable on their Securities, therefore Interest on Securities has not been Provided in the Books of Accounts.

The Company after closure of Balance Sheet i.e 30.06.2006 repaid Security Deposits in excess of Rs. 40 Lacs. ACKNOWLEDGEMENT

Your Directors acknowledge the support received from all its Business Partners, its valued customers and also wish to place on record their appreciation of the efforts at all levels. The Directors also acknowledge the support and co-operation received from Banks and Government Authorities

                                     For & on behalf of the Board of 
                       Directors of Modi Hoover International Limited
                                      Ashok Kumar Gupta
                                          Director