SEC Number PW 15 File ________

ROXAS HOLDINGS, INC. (formerly CENTRAL AZUCARERA DON PEDRO) ----------------------------------------------------------------------------------------(Companys Full Name)

6/F Cacho Gonzales Bldg., 101 Aguirre St., Legaspi Village, Makati City ----------------------------------------------------------------------------------------(Companys Address)

(632) 810-8901 to 06 --------------------------------------(Companys Telephone Number)

September 30, 2012 ------------------------------------(Fiscal Year Ending)

SEC Form 17-Q ---------------------------------------(Form Type)

-------------------------------------------------------------------------Amended Designation (If Applicable)

----------------------------------------------------Period Ended Date

-----------------------------------------------------------------------(Secondary License Type and File Number)

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17- Q

ANNUAL REPORT PURSUANT TO SECTION 11 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER

1. For the period ended: March 31, 2012 2. Commission Identification Number 15A 3. BIR Tax Identification No. 000-290-538 ROXAS HOLDINGS, INC. (FORMERLY CENTRAL AZUCARERA DON PEDRO)

4. Exact name of registrant as specified in its charter

5. Province, country or other jurisdiction of incorporation or organization Philippines 6 Industry Classification Code: 7. Address of principal office 6/F Cacho Gonzales Bldg., 101 Aguirre St., Legaspi Village, Makati City 8. Registrant's telephone number, including area code (632) 810-8901 to 06 9. Former name, former address and former fiscal year, if changed since last report Not Applicable 10. Securities registered pursuant to Sections 4 and 8 of the SRC Title of Each Class Authorized Capital Stock: No. of common shares issued and outstanding No. of preferred shares issued and outstanding Amount of debt outstanding as of March 31, 2012 11. Are any or all of these securities listed on the Philippine Stock Exchange. Yes [ X ] No [ ] Number of Shares and Amount of Debt Outstanding 909,552,236 P 8,833,597,830 Postal Code 1200

12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 11 of the Securities Revised Code (SRC) and SRC Rule 11(a)-1 thereunder and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding 12 months (or for such shorter period the registrant was required to file such reports) Yes [ X ] No [ ]

(b) has been subject to such filing requirements for the past 90 days Yes [ ] No [ X ]

FINANCIAL INFORMATION Item 1. Financial Statements. Please See Annex "A". Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Please See Annex "B".

OTHER INFORMATION

1. New projects or investments in another project, line of business or corporation; None for the period.

2. Composition of Board of Directors; PEDRO E. ROXAS RENATO C. VALENCIA ANTONIO J. ROXAS BEATRIZ O. ROXAS SANTIAGO R. ELIZALDE GERONIMO R. ESTACIO RAMON R. DEL ROSARIO, JR. DAVID L. BALANGUE LORNA P . KAPUNAN Chairman President and CEO Director Director Director Director Director Director Corporate Secretary

3. Performance of the corporation or result or progress of operations; Required information are contained in Annexes "A" and "B".

4. Suspension of operations; None for the period. 5. Declaration of dividends; None for the period.

6. Contracts of merger, consolidation or joint venture; contract of management, licensing, marketing, distributorship, technical assistance or similar agreements; None for the period.

7. Financing through loans; None for the period

8. Offering of rights, granting of Stock Options and corresponding plans therefore; None for the period.

9. Acquisition of other capital assets or patents, formula or real estates; None for the period.

10. Any other information, event or happening that may affect the market price of the company's shares; None for the period.

11. Transferring of assets, except in the normal course of business; None for the period.

Registrant ROXAS HOLDINGS, INC. (formerly CENTRAL AZUCARERA DON PEDRO)

Signature and Title:

FLORENCIO M. MAMAUAG, JR Compliance Officer, Chief Information Officer, Asst. Corp. Secretary, VP Legal and HR

8 May 2012

ANNEX A
Roxas Holdings, Inc. and Subsidiaries
CONSOLIDATED FINANCIAL STATEMENTS Second Quarter Ending March 31, 2012 and 2011

ROXAS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (All Amounts in Thousands Philippine Peso) March 31, 2012 (Unaudited) September 30, 2011 (Audited)

Note

A S S E T S CURRENT ASSETS Cash and cash equivalents (Notes 4 and 27) Receivables, net (Notes 5, 15 and 27) Inventories, net (Note 6) Prepayments and other current assets ( Note 7) Total current assets NON-CURRENT ASSETS Property, plant and equipment, net (Notes 9 and 14) Investment property (Note 10) Investment in shares of stock of an associate (Note 8) Net pension plan assets (Note 16) Other noncurrent assets Total non-current assets Total assets LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 11and 27) Current portion of long term debt (Notes 9, 14 and 27) Accounts payable and accrued expenses (Notes 12 and 27) Income tax payable Dividends payable (Notes 24 and 27) Customers' deposits (Note 13) Non current portion of long term debt ( Notes 9, 14 and 27) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings, net (Notes 9, 14 and 27) Net pension benefit obligation (Note 16 ) Deferred income tax liabilities (Note 23) Total non-current liabilities Total liabilities EQUITY Total liabilities and equity Certified Correct: 2,403,000 910,257 16,069 377,516 3,706,841 2,738,000 827,683 594,315 366 16,069 153,478 5,599,282 9,929,193 319,467 862,708 2,019,865 373,069 3,575,109 318,756 558,872 1,639,077 332,093 2,848,798

11,133,138 170,391 597,013 127,697 20,141 12,048,380 15,623,489

11,488,142 170,391 685,944 127,697 24,829 12,497,003 15,345,801

6,198,938 2,074 784,378 6,985,390 10,692,231 4,931,258 15,623,489 (0)

776,606 776,606 10,705,799 4,640,002 15,345,801 -

MR. JOSE PACIFICO E. MARCELO EVP and Chief Finance Officer

ROXAS HOLDINGS, INC. AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF INCOME For the Six Months Ending March 31, 2012 and 2011 (All Amounts in '000 Philippine Peso)

For the Quarter Ending March 31 2012 REVENUES (Note 18) COST OF SALES (Note 19) GROSS PROFIT OTHER OPERATING INCOME (Note 22) 1,671,301 (887,656) 783,644 10,714 794,358 (250,806) 543,552 (15,349) 2011 2,210,855 (1,296,427) 914,428 20,310 934,739 (195,230) 739,509 30,519

For the Two Quarters Ending March 31 2011 2012 (As restated) 3,526,810 (2,509,417) 1,017,393 62,541 1,079,934 (441,166) 638,768 (17,560) 4,073,614 (3,324,703) 748,911 51,484 800,395 (396,705) 403,690 58,208

OPERATING EXPENSES (Note 20) OPERATING PROFIT EQUITY IN NET EARNINGS OF AN ASSOCIATE (Note 8) FINANCE INCOME (COSTS) Interest expense Interest income (Note 4) INCOME BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT Current Deferred NET INCOME Attributable to: Equity holders of the Parent Company Minority interest

(122,819) 1,890 (120,929) 407,274

(141,473) 88 (141,384) 628,644

(269,272) 2,130 (267,142) 354,066

(295,472) 268 (295,204) 166,694

(14,835) 5,632 (9,203) 398,071

(2,081) 69,368 67,287 695,931

(29,115) 7,040 (22,075) 331,991

(2,163) 81,243 79,080 245,774

397,022 1,050 398,072

696,701 (770) 695,931

331,091 900 331,991

246,544 (770) 245,774

EARNINGS PER SHARE Basic Diluted

0.437 0.437 Certified Correct:

0.766 0.766

0.440 0.440

0.270 0.270

MR. JOSE PACIFICO E. MARCELO EVP and Chief Finance Officer

ROXAS HOLDINGS, INC. AND SUBSIDIARIES

INTERIM STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDING MARCH 31, 2012 AND 2011 (All Amounts in Thousands Philippine Peso)

2012 Net income (loss) for the period Other comprehensive income Total comprehensive loss 331,991 331,991

2011 245,774 245,774

Certified Correct:

MR. JOSE PACIFICO E. MARCELO EVP and Chief Finance Officer

ROXAS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDING MARCH 31, 2012 AND 2011 (All Amounts in Thousands Philippine Peso) 2012 SHARE CAPITAL (Note 24)
Authorized capital - 1,500,000,000 @ P1 per share Issued - 1,168,976,425 shares

2011 1,168,976

1,168,976

SHARE PREMIUM EFFECTS OF CHANGE IN OWNERSHIP OF SUBSIDIARIES SHARE IN REVALUATION INCREMENT IN PROPERTY REVALUATION INCREMENT IN PROPERTY EXCESS IN INVESTMENT COST RETAINED EARNINGS (Note 24) Beginning balance Share of parent company in net income (loss) for the period TREASURY STOCK (Note 24)
Total number of shares - 259,424,189

554,959 44,567 207,492 1,573,210 577,149 1,204,588 331,091 (768,859)

554,959 44,567 207,492 454,242 577,149 3,431,576 246,544 (768,859)

MINORITY INTEREST Beginning balance Share of minority interest for the period

37,185 900 4,931,258 Certified Correct:

40,661 (770) 5,956,536

MR. JOSE PACIFICO E. MARCELO EVP and Chief Finance Officer

ROXAS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDING MARCH 31, 2012 AND 2011 (All Amounts in Thousands Philippine Peso) 2012 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Equity in net loss (earnings) of an associate Depreciation and amortization Interest expense Gain on disposal of fixed assets Provision on inventory losses and impairment Interest income Net cash before working capital change (Increase) decrease in current assets Receivables Inventories Prepayments and other current assets Increase (decrease) in current liabilities Accounts payable and accrued expenses Customers' deposit Increase in net pension benefit obligation Cash generated from (used in) operations Income tax paid including final tax & application of creditable withholding tax Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment Dividends received Decrease in other assets Interest received Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from: Long-term loans Short-term loans Short-term loans Payment of: Short-term loans Long-term loans Interest paid Net cash provided by (used in) financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD CASH AND CASH EQUIVALENTS Beginning Ending 2011

354,066 17,560 359,192 269,273 (530) 14,617 (2,130) 1,012,048 (303,836) (380,788) (40,976) 324,389 224,038 1,296 836,171 (51,314) 784,857 (30,037) 71,373 4,688 2,130 48,154

166,694 (58,208) 273,918 295,473 (182) 15,235 (268) 692,662 311,447 (2,866,417) (63,788) 349,367 59,851 (30,871) (1,547,749) (11,560) (1,559,309) (285,106) (3,197) 268 (288,035)

175,000 (510,000) (228,027) (269,273) (832,300) 711

2,243,524 (70,476) (1,731) (295,473) 1,875,844 28,500

318,756 319,467

284,317 312,817

Certified Correct:

MR. JOSE PACIFICO E. MARCELO EVP and Chief Finance Officer

ROXAS HOLDINGS, INC.

(A Subsidiary of Roxas and Company, Inc.)

AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information, Corporate Reorganizations, Status of Operations and Approval of the Consolidated Financial Statements Corporate Information Roxas Holdings, Inc. (RHI or the Company), doing business under the name and style of CADP Group, was organized in the Philippines and registered with the Philippine Securities and Exchange Commission (SEC) on October 30, 1930 for the purpose of operating mill and refinery facilities to manufacture sugar and allied products. The Companys corporate life is extended for another 50 years from November 1, 1980. In July 1996, the Company offered its shares to the public through an initial public offering. On August 8, 1996, the Companys shares of stock were listed in the Philippine Stock Exchange. As of March 31, 2012 and September 30, 2011, the Company is 65.70% owned by Roxas and Company, Inc. (RCI), a publicly listed company incorporated and domiciled in the Philippines. Prior to the merger effective June 29, 2009 as discussed below, the Company was 65.12% owned by Roxas & Company, Inc., a company incorporated and domiciled in the Philippines. The Company has 2,299, 2,613 and 2,330 equity holders as of March 31, 2012 and September 30, 2011 respectively. On February 2, 2011, the Board of Directors (BOD) of the Company and its subsidiaries (collectively referred to as the Group) approved the amendment on the Groups By-Laws changing the accounting period from fiscal year ending June 30 to September 30 of each year. The change in accounting period of the Company was approved by the Philippine SEC on March 3, 2011. The change in accounting period of the Companys subsidiaries was approved by the Philippine SEC on various dates in fiscal year 2011. The Companys corporate office is located at the 6th Floor, Cacho -Gonzales Building, 101 Aguirre Street, Legaspi Village, Makati City, while the manufacturing plants of its operating subsidiaries (see Note 28) are in Barrio Lumbangan, Nasugbu, Batangas and Brgy. R. S. Benedicto, La Carlota City, Negros Occidental. Status of Operations and Management Action Plans For the fiscal year ended June 30, 2011, the Group was significantly affected by the volatility of the prices of sugar, molasses and ethanol, impacting the Groups profitability and cash flows. Thus, the Group incurred a consolidated net loss of P =741.8 million and a net cash outflow from operating activities of P =604.5 million. Consequently, the Group did not meet the minimum debt service coverage ratio (DSCR) required under its long-term loan agreements with certain creditor banks as of June 30, 2011 (see Note 14). Considering that the losses were mainly driven by market reversals and not by the Groups capacity to service its loans, the Group was able to obtain from the creditor banks in September and October 2011 a waiver of breach of covenant on the DSCR covering the fiscal year ended June 30, 2011. For the interim period ended September 30, 2011 where the Group is expected to record heavy expenses in preparing its mills for the milling operations, the Group incurred a loss of

P765.5 million as anticipated. Despite the losses however, the Groups net cash inflow from operating = activities reached P =798.9 million, of which P =698.3 million was used to pay off short-term and longterm liabilities. Consequently, the creditor banks issued in December 2011 and January 2012 similar waivers for possible violations of DSCR up to September 2012 (see Note 14). In line with the continuing efforts to improve the profitability of the sugar operations, ensure the longterm viability of the business and address the adverse effects of the volatility of the sugar and alcohol prices, the Group is implementing corporate restructuring, strategies and action plans to achieve positive results for fiscal year 2012 to 2013. Among these are: 1. A new Management Team has taken over the helm with focus on clearly defining profit centers with proper accountabilities. The new Management has decoupled trading operations from manufacturing, as well as milling from refinery operations to avoid cross-subsidies and enable each profit center to stand on its own. 2. The new Management has also mandated the profit centers and other operating units to reduce overhead expenses by at least 10% to 20% compared to that of last year. 3. Term loans have been substantially restructured thus adjusting interest rates to current market rates, which have generally come down due to prevailing liquidity in the banking system. 4. The mills and plants have been mandated to achieve operating efficiencies by maximizing sugar recovery and reducing energy costs, hauling fees, and other manufacturing expenses. 5. Making sure that Roxol Bioenergy Corporation (RBC) is fully operational to avoid last years drag on profits due to its intermittent operations.

2. Summary of Significant Accounting and Financial Reporting Policies Basis of Preparation and Statement of Compliance The interim condensed consolidated financial statements of the Company and its Subsidiaries (collectively referred to as the Group) have been prepared in accordance with Philippine Financial Reporting Standards (PFRS) and Philippine Accounting Standards (PAS) 34, Interim Financial Reporting. The interim condensed consolidated financial statements have been prepared using the historical cost basis, except for land, which is stated at revalued amounts and consumable biological assets which are carried at fair value, and are presented in Philippine peso, the Companys functional currency, and rounded to the nearest thousands, except when otherwise indicated. The unaudited interim condensed consolidated financial statements, which have been prepared by the Company to be filed with the SEC for its quarterly reporting to comply with Securities Regulation Commission Rule 68.1, do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Groups annual consolidated financial statements as at September 30, 2011. Changes in Accounting Policies The accounting policies adopted are consistent with those of the previous financial years except for the adoption of the following new and revised standards, amendments to existing standards and new and amendments to Philippine Interpretation which became effective July 1, 2010. Amendments to PFRS 2, Share-based Payment - Group Cash-settled Share-based Payment Transactions, clarifies the scope and the accounting for group-settled share-based payment transactions.

PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, clarifies that the disclosures required in respect of noncurrent assets and disposal groups classified as held for sale or discontinued operations are only those set out in PFRS 5. The disclosure requirements of other PFRSs only apply if specifically required for such noncurrent assets or discontinued operations. PFRS 8, Operating Segments, clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. PAS 1, Presentation of Financial Statements, clarifies that the terms of a liability that could result at anytime in its settlement by the issuance of equity instruments at the option of the counterparty do not affect its classification. PAS 7, Statement of Cash Flows, explicitly states that only expenditure that results in a recognized asset can be classified as a cash flow from investing activities. PAS 17, Leases, removes the specific guidance on classifying land as a lease. Prior to the amendment, leases of land were classified as operating leases. The amendment now requires that leases of land are classified as either finance or operating in accordance with the general principles of PAS 17. The amendments will be applied retrospectively. Amendment to PAS 32, Classification of Rights Issues, this amendment to PAS 32, Financial Instruments: Presentation, addresses the accounting for rights issues (rights, options or warrants) that are denominated in a currency other than the functional currency of the issuer. Previously such rights issues were accounted for as derivative liabilities. However, the amendment issued today requires that, provided certain conditions are met, such rights issues are classified as equity regardless of the currency in which the exercise price is denominated. PAS 36, Impairment of Assets, clarifies that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating segment as defined in PFRS 8 before aggregation for reporting purposes. PAS 39, Financial Instruments: Recognition and Measurement, provides clarification on prepayment option, scope exemption for contracts between an acquirer and a vendor in a business combination, and gains or losses on cash flow hedges of a forecast transaction. Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments, provides guidance on how to account for the extinguishment of a financial liability by the issue of equity instruments. These transactions are often referred to as debt for equity swaps. It clarifies the requirements of PFRSs when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entitys shares or other equity instruments to settle the financial liability fully or partially. It clarifies that: (a) the entitys equity instruments issued to a creditor are part of the consideration paid to extinguish the financial liability; (b) the equity instruments issued are measured at their fair value. If their fair value cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguished and (c) the difference between the carrying amount of the financial liability extinguished and the initial measurement amount of the equity instruments issued is included in the entitys profit or loss for the period.

Adoption of these changes in PFRS did not have any impact on the Groups interim condensed consolidated financial statements. New Accounting Standards, Interpretations and Amendments to Existing Standards Effective Subsequent to June 30, 2011 The Group will adopt the following standards and interpretations enumerated below when these become effective. Except as otherwise indicated, the Group does not expect the adoption of these new changes in PFRS to have a significant impact on the consolidated financial statements. The relevant disclosures will be included in the notes to the consolidated financial statements when these become effective. Effective 2012 Amendment to Philippine Interpretation IFRIC 14, Prepayments of a Minimum Funding Requirement, applies in the limited circumstances when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permits such an entity to treat the benefit of such an early payment as an asset. Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation , states that, in a hedge of a net investment in a foreign operation, qualifying hedging instruments may be held by any entity or entities within the group, including the foreign operation itself, as long as the designation, documentation and effectiveness requirements of PAS 39 that relate to a net investment hedge are satisfied. PAS 24, Related Party Disclosures (Revised) was revised in response to concerns that the previous disclosure requirements and the definition of a related party were too complex and difficult to apply in practice, especially in environments where government control is pervasive. It addresses these concerns by providing a partial exemption for government-related entities and by simplifying the definition of a related party and removing inconsistencies.

Effective 2013 Philippine Interpretation IFRIC 15, Agreements for Construction of Real Estate, covers accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors.

Effective 2014 PFRS 9, Financial Instruments, introduces new requirements on the classification and measurement of financial assets. It uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the many different rules in PAS 39, Financial Instruments: Recognition and Measurement. The approach in this new standard is based on how an entity manages its financial instruments (its business model) and the contractual cash flow characteristics of the financial assets. It also requires a single impairment method to be used, replacing the many different impairment methods in PAS 39. The Group continues to assess the impact of the above new and amended accounting standards and interpretations effective subsequent to 2011 on the consolidated financial statements prior to period of initial application. The effects and required revised disclosures, if any, will be included in the consolidated financial statements when the relevant accounting standards and interpretation are adopted subsequent to September 30, 2011.

Consolidation The interim condensed consolidated financial statements include the financial statements of the Company and the following subsidiaries (all incorporated in the Philippines):
Percentage of Ownership 100.00 100.00 100.00 100.00 100.00 99.99 77.38 100.00 100.00 50.00

CADPGC(1) CADPI CACI CADP Insurance Agency,Inc. (CIAI) (2) CCSI CFSI JOMSI NAVI Roxol Bioenergy Corporation (RBC) (3) CADP Port Services, Inc. (CPSI) (4) Roxas Power Corporation (RPC) (4)
(1)

(2) (3)

(4)

The loss of ownership interest in CADPGC is the result of the restructuring undertaken by the Group through sale of all its equity interest in CADPGC to RCI effective January 23, 2009 (see Note 1). As a result, the Company has now a direct ownership interest in the sugar-related operating subsidiaries which were previously owned by CADPGC. Results of operation of CADPGC are included in the consolidated financial statements until January 23, 2009, the date on which the Companys control ceased. CIAI was incorporated on August 19, 2009 and has not yet started commercial operations. RBC was incorporated on February 29, 2008 and has completed the construction of its plant facility as of June 30, 2010 but has not yet started commercial operations. CPSI and RPC were incorporated on July 17, 2008 and have not yet started commercial operations. The Company has control on RPC since it has the power to cast the majority of votes at the BODs meetings and the power to govern the financial and reporting policies of RPC.

The interim condensed consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. Adjustments, where necessary, are made to ensure consistency with the policies adopted by the Group. 3. Significant Judgments, Accounting Estimates and Assumptions The preparation of the interim condensed consolidated financial statements in accordance with PFRS requires the Group to exercise judgment, make estimates and use assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures. The Group makes estimates and uses assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Future events may occur which will cause the assumptions used in arriving at the estimates to change. The effects of any change in estimates are reflected in the interim condensed consolidated financial statements as they become reasonably determinable. Judgments, estimates and assumptions are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group believes the summary of significant judgments, accounting estimates and assumptions disclosed in the Groups annual consolidated financial statements as at December 31, 2011 represent a summary of judgments, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities, as well as to the related revenues and expenses, within the next fiscal year, and related impact and associated risk in the interim consolidated financial statements.

4. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and in banks amounting to = P319.5 Million and = 318.8 Million as at March 31, 2012 and September 30, 2011. P Interest income earned on cash in banks amounted to P = 2.13 million and = P 0.27 million in March 31, 2012 and 2011, respectively. 5. Receivables Receivables consist of: March 31, 2012 September 30,2011 (In Thousands) Trade Advances to: Raw sugar purchases Related parties (Note 14) Employees Planters and cane haulers Others Less allowance for impairment of receivables P =690,606 89,882 40,811 48,477 14,181 883,957 (21,249) P =862,708 P =334,571 51,597 39,115 85,151 69,687 580,121 (21,249) =558,872 P

Advances to employees pertain to advances for the Groups expenses which are subsequently liquidated. These advances also include noninterest-bearing salary, housing and educational loans that are collected through salary deduction. Other receivables include advances to suppliers for the purchase of local and imported materials and supplies. The account also includes outstanding receivable from the 2002 sale of a portion of the Companys land in Barrio Bilaran, Nasugbu, Batangas to its employees. Due to the Reorganization Program discussed in Note 1, the employees were transferred to CADPI, whereas, the receivable remained with the Company. These loans bear annual interest of 12% and are payable over 10 years until 2012. 6. Inventories Inventories consist of: March 31, 2012 September 30,2011 (In Thousands) At cost: Refined sugar Materials in transit At NRV: Raw sugar Molasses Alcohol Materials and supplies P =147,967 46,428 1,129,555 61,788 317,748 316,379 2,019,865 =55,825 P 13,280 1,037,443 48,984 149,911 333,634 =1,639,077 P

7. Prepayments and Other Current Assets Prepayments and other current assets consist of: March 31, 2012 September 30,2011 (In Thousands) =137,155 P P =209,519 156,102 7,448 P =373,069 153,442 41,496 =332,093 P

Input VAT and other prepaid taxes Creditable withholding taxes, net of allowance of P =13.7 million Consumable biological assets Others

Input value-added taxes arise from purchases of equipment and services relating to the Expansion Project and RBC Plant construction (see Note 9). Other current assets consist of prepaid insurance and rentals and advanced input VAT for refined sugar sales.

8.

Investment in Shares of Stock of an Associate The details of the investment in HPCo, 45.09%-owned associate, and incorporated in the Philippines, follow: September 30,2011 March 31, 2012 (In Thousands) =127,933 P = 127,933 P 350,519 (17,558) 332,961 (71,373) 261,588 207,492 =597,013 P 322,830 27,689 350,519 350,519 207,492 =685,944 P

Acquisition cost Accumulated equity in net earnings Beginning of year Equity in net earnings (loss) for the period Less dividend received End of year Share in revaluation increment

HPCo is primarily engaged in the manufacturing and trading of raw and refined sugar, molasses and other sugar by-products. The summarized financial information of HPCo follows: ( In Thousands) 688,417 931,682 749,919 116,400 672,791 (38,944)

Current assets Noncurrent assets Current liabilities Noncurrent liabilities Net Assets Revenue Net income

9. Property, Plant and Equipment Details and movements of property, plant and equipment, which are valued at cost basis, are shown below:
March 31, 2012 Office Machinery Furniture, and Transportation Fixtures and Equipme nt Equipme nt Equipme nt (In Thousands) 11,682,728 74,784 188,199 (5,106,569) (49,390) (81,708) 6,576,159 25,394 106,491

Buildings and Improve ments Cost Accumulated depreciation Net book value 2,753,188 (908,171) 1,845,017

Construction in Progress 62,736 62,736

Total 14,761,636 (6,145,838) 8,615,797

Buildings and Improvements Cost Beginning balances Additions Disposals Reclassification Ending balances Accumulated depreciation Beginning balances Depreciation Disposals Reclassification Ending balances Net Book Value

September 30, 2011 Office Machinery Furniture, and Transportation Fixtures and Equipment Equipment Equipment (In Thousands) =10,978,436 P (114,401) 974,089 11,838,124 4,832,257 136,822 (93,592) 4,875,487 P6,962,637 = =32,935 P 32,935 16,146 1,287 =76,852 P (14,795) 5,252 67,309 59,907 3,728 (11,468) 52,167 P15,142 =

Construction in Progress

Total

=2,536,461 P 3 (5,837) 221,905 2,752,532 827,215 28,598 (3,143) 852,670 =1,899,862 P

=1,243,966 P 8,560 (1201,246) 51,280

=14,868,650 P 8,563 (135,033) 14,742,180 5,735,525 170,435 (108,203) 5,797,757 P8,944,423 =

17,432 P15,502 =

=51,280 P

Land is carried at appraised values as at March 31, 2012 follows: (In Thousands) Beginning balance at appraisal values Transfer to investment property Ending balance at appraisal values At cost a. Construction in progress Construction in progress as of March 31, 2012 pertains mainly to the foregoing milling plant improvement project, refinery plant installation of sieving facilities, as well as construction and improvement of waste and pollution facilities of the Group. Milling plant improvement project (the Expansion Project) With the intent of improving its revenue generating capability, the Group purchased second-hand mills and related equipment from Bryant, Florida, United States of America (USA) and Fairy mead, Australia. In August 2007, CADPGC entered into a purchase agreement, for and on behalf of its then wholly-owned subsidiaries, CADPI and CACI, with a foreign corporation to buy certain sugar =2,517,341 P 0 =2,517,341 P =48,847 P

mill equipment for a total purchase price of US$19.5 million. The purchase pertains to different pieces of disassembled equipment that originated from Bryant Sugar House, a sugar mill located in Bryant, Florida, USA, of which the sellers had purchased from United States Sugar Corporation through a purchase and removal agreement executed on April 30, 2007. To complement the mills from Bryant Sugar House, mill components and shredder were purchased from Australia in March 2008. The Group obtained short and long-term borrowings from various local banks to finance the Expansion Project (see Notes 10 and 13). RBC Plant Construction Project On June 27, 2008, in line with the Group Expansion Project, RBC entered into an agreement to construct its bioethanol plant in La Carlota City, Negros Occidental for a total contracted amount of US$20.9 million. As of December 31, 2011 the company has started its commercial operation. Capitalization of borrowing costs Interests from short and long-term borrowings, incurred to finance the Expansion Project were capitalized to property, plant and equipment. The Group amortizes such capitalized interest over the useful life of the qualifying asset. For the three months ended December 31, 2011 no borrowing cost were capitalized due to substantial completion of the projects. Noncash additions to property, plant and equipment The Group has outstanding liabilities for purchase of equipment relating to the Expansion Project and RBC Plant construction amounting to = P45.6 million and 69.0 million as of March 31, 2012 and September 30, 2011, respectively. b. Depreciation Depreciation charged to operations as of March 31 follows: 2011 2012 (In Thousands) = 332,931 P P251,992 = 21,926 26,261 = P273,918 = 359,192 P

Cost of sales (Note 19) General and administrative expenses (Note 20)

c. Property, plant and equipment as collateral Some property, plant and equipment of the Group are mortgaged to secure the Groups loan obligations with creditor banks (see Note 14).

10. Investment Property

In December 22, 2010, NAVI entered into a memorandum of agreement with an agricultural company for the lease of NAVIs agricultural land effective July 1, 2011 until fiscal year ending September 30, 2015. The lessee shall deliver to NAVI its share in sugar production in the amount of 18 50-kilogram (Lkg) bags of raw sugar per hectare of plantable area per annum. As a result, NAVI

ceased its farm operations in crop year ended June 30, 2011. The land property previously used for NAVI farm operations was reclassified to investment property effective July 1, 2011. As of September 30, 2011, the fair value of the investment property amounting to = P170.4 million is based on the appraised value of the property using a market comparison approach, as determined by a professionally qualified independent appraiser. There was no movement in fair value of the investment property for the six months ended March 31, 2012.

11. Short-term Borrowings At various dates in period ending September 30, 2011 and June 30, 2011, CACI and CADPI obtained unsecured short-term loans from various local banks to meet their working capital requirements. The loans, which are payable in lump sum on various dates, are subject to annual interest rates ranging from 4.0% to 5.25 % and 4.7% to 7.0 % and have terms ranging from 29 to 32 days, and 30 to 32 days in 2011 and 2010, respectively. As at March 31, 2012 and September 31, 2011, the balance of the short-term loans amounted to = P 2,403.0 million and = P2,738.0 million, respectively.

12. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of: September 30, 2011 March 31, 2012 (In Thousands) =84,003 P = 308,330 P 104,338 48,465 5,074 235,938 84,668 113,516 9,115 = 909,444 P 95,863 4,055 37,404 89,704 13,633 82,101 187,552 =594,315 P

Trade suppliers Accrued expenses: Interest (Notes 10 and 13) Contractors Payroll and other benefits Purchases and others accrued expenses Due to planters Payable to government agencies for taxes and contributions Others

Other payables include liabilities to third parties for sugar liens, and other related fees, and purchases of equipment relating to the Expansion Project (see Note 9). 13. Customers Deposits Customers deposits represent noninterest-bearing cash deposits from buyers of the Groups sugar and molasses. These deposits will be applied against future deliveries of sugar and molasses which are expected to be completed in the next 12 months. Customers deposits amounted to =377.5 million and P P =153.4 million as at March 31, 2012 and September 30, 2011, respectively.

14. Long-term Borrowings Long-term borrowings as consist of: March 31, 2012 September 30, 2011 (In Thousands) =4,530,413 P = 4,354,110 P 896,552 448,276 500,000 6,198,938 6,198,938 = 6,198,938 P 931,035 465,517 500,000 6,426,965 6,426,695 (827,683) (5,599,282) =P

Banco de Oro Unibank, Inc. (BDO) Syndicated Loan Agreement: Bank of the Philippine Islands (BPI) Rizal Commercial Banking Corporation (RCBC) BPI Asset Management and Trust Group (AMTG) Unamortized debt commitment fee Current portion Noncurrent portion presented as current

On February 8, 2008, RHI availed the loan facility from BDO with an aggregate amount of =6,189.0 million. The principal amount of debt accommodation is shared by RHI and P CADPI/CACI amounting to = P1,570.0 million and = P4,619.0 million, respectively. In addition, on February 14, 2008, CADPI and CACI entered into a Syndicated Loan Agreement with BPI and RCBC (with BPI as the lead bank) for a total credit line of = P1,500.0 million. On the same date, CADPI also signed a loan facility with BPI-AMTG amounting to P =500.0 million. On March 12, 2008, CADPI and CACI signed an amendment to the Syndicated Loan Agreement and loan facility with BPI-AMTG clarifying certain provisions of the original agreements RHI On May 5, 2008, RHI availed loans from BDO amounting to = P143.3 million to finance its Shares Buy Back Program. The principal of the loan is payable quarterly starting on the 4th year of the 10-year term. Short-term loans availed from BDO on May 5, 2008 and October 29, 2008 amounting to =400.0 million and P P =175.0 million, respectively, were rolled over to long-term borrowings. As such, the principal of the loan will be payable quarterly starting on the 4th year of the original 10year term. The original interest rates of the long-term loans are subject to quarterly repricing as agreed by the parties. In fiscal year 2010, the Company exercised its option to fix the quarterly interest rate of the loans at 8.93% beginning August 5, 2009 until the end of the loan terms. On January 31, 2011, RHI, CADPI and CACI entered into an agreement with BDO for the interest rate reduction on long-term loans to 6.5%, subject to certain conditions. In August 2011, RHI paid loans from BDO amounting to P31.4 million. For the quarter ending December 31, 2011, RHI paid P25.7 million of BDO loans.

CADPI On February 14, 2008, CADPI entered into a loan agreement with BPI to avail loans in two tranches with an aggregate principal amount of P =500.0 million. Tranche A of the loan amounting to P =300.0 million bears fixed annual interest of 8.00% and payable on the 5th anniversary date of the borrowing. On the other hand, Tranche B of the loan amounting to P =200.0 million bears fixed annual interest of 8.40% and payable on an installment basis, P =2.0 million on the 5th and 6th anniversary date of the borrowing and the balance on the 7th anniversary date of the borrowing. On May 5, 2008, CADPI availed loans from BPI and RCBC amounting to P =167.2 million and =83.6 million, respectively, which bear interest of 6.50% and 6.60%, respectively. As of P June 30, 2009, interest rates were 5.80% and 5.90% for BPI and RCBC loan, respectively. Promissory notes issued by CADPI to the banks are under the terms set forth in the Syndicated Loan Agreement. Loans availed are with 10-year terms and will all mature on May 5, 2018. On October 29, 2008, additional loans were availed by CADPI from BDO, BPI and RCBC amounting to P459.0 million, P143.6 million and P71.4 million, respectively, with interest rates subject to quarterly repricing as agreed by the parties. In fiscal year 2010, CADPI also exercised its option to fix the quarterly interest rates of the floating rate loans availed in May 2008 and October 2008. Interest rate was fixed to 8.79% for BPI loans and 8.93% for BDO and RCBC loans, which became effective beginning August 5, 2009 until the end of the loan terms. On February 12, 2010, CADPI availed additional loans from the undrawn portion of the total credit facility from BPI, BDO and RCBC amounting to P =329.3 million, P =1,050.5 million and =166.2 million, respectively. Loans availed from BPI and RCBC with fixed interest rates of 8.70% P and 8.84%, respectively, are payable in 29 equal quarterly installments beginning May 2011, which is the end of the three years grace period from initial drawdown dated May 2008. Loans availed from BDO carries fixed interest rate of 8.84% and are payable in 28 monthly installments beginning August 5, 2011. In May 2011, CADPI paid loans from BPI and RCBC amounting to P22.1 million and P11.1 million, respectively. In August 2011, CADPI paid loans from BDO, BPI and RCBC amounting to P81.7 million, P22.1 million and P11.1 million, respectively. For the quarter ending March 31, 2012, CADPI paid P88.2 million, P44.1 million and P22.2 million of loans from BDO, BPI and RCBC, respectively. CACI On May 5, 2008, CACI availed loans from BPI, BDO and RCBC amounting to =129.8 million, = P P395.3 million and P =64.9 million, respectively, and with interest rates subject to quarterly repricing. Loans availed are with 10-year terms and payable in 29 and 28 quarterly installments beginning May 2011 for BPI and RCBC and August 2011 for BDO, respectively. In fiscal year 2010, CACI exercised its option to fix the quarterly interest rates of its floating rate loans. Interest rates were fixed to 8.79% for BPI loans and 8.93% for BDO and RCBC beginning August 5, 2009 until the end of the loan terms. On August 12, 2009, CACI availed additional loans from BPI and RCBC amounting to =230.2 million and P P =113.9 million, respectively. On August 10, 2009, CACI also obtained additional loan from BDO amounting to = P781.0 million. Loans availed from BPI and RCBC with fixed interest rate of 8.74% and 8.88%, respectively, are payable in 29 equal quarterly installments beginning May

2011. Loans availed from BDO, on the other hand, carries fixed interest rate of 8.94% and are payable in 28 quarterly installments beginning August 5, 2011. In May 2011, CACI paid loans from BPI and RCBC amounting to P12.4 million and P6.2 million, respectively. In August 2011, CACI paid loans from BDO, BPI and RCBC amounting to P51.5 million, P12.4 million and P6.2 million, respectively. For the quarter ending March 31, 2012, CACI paid P55.6 million, P24.8 million and P12.3 million in loans from BDO, BPI and RCBC, respectively. RBC On June 17, 2011, RBC availed long-term loan with BDO amounting to P925.0 million to finance working capital requirements. Loan availed carries quarterly repricing interest rate and is payable quarterly starting on the 3rd year of the 10-year term from drawdown date. Debt arrangement fees As part of the Syndicated Loan Agreement with BPI/RCBC, the Group incurred debt arrangement fees amounting to P =59.4 million in 2008. Amortization of debt arrangement fees included under interest expense amounted to P35.7 million, P3.4 million and P1.3 million for the years ended June 30, 2011, 2010 and 2009, respectively. As of June 30, 2010, unamortized debt arrangement fees, which are presented as deduction from long-term loans, amounted to P35.7 million. Suretyship agreement, mortgage trust indenture and debt covenants In relation with the BDO Loan Facility executed on February 8, 2008, RHI, CADPI and CACI, entered into a Continuing Suretyship Agreement with BDO. Under this Agreement, BDO shall have the right to set-off the secured obligations in solidarity against all the borrowers properties. On February 14, 2008, RHI, CADPI, CACI and RBC, entered into a separate suretyship agreement arising out of the Syndicated Loan Agreement which warrants the due and faithful performance by the borrowers of all obligations due to the creditor banks, BPI and RCBC. The suretyship shall remain in full force and effect until full and due payment of the indebtedness under the Syndicated Loan Agreement. In addition, all liens of the creditor banks shall have rights of set-off in solidarity against the borrowers properties. Further in 2009, RHI, CADPI and CACI executed a Mortgage Trust Indenture (MTI) to secure the loans obtained from BDO, BPI and RCBC. The MTI covers properties in Nasugbu, Batangas which consist mainly of RHIs land and CADPIs properties with an aggregate carrying value of =2.1 billion and P P =4.25 billion, respectively, as of September 30, 2011 and CACIs properties in La Carlota, Negros Occidental with an aggregate carrying value of P =3.8 billion as of September 30, 2011. In 2011, RBC executed an MTI to secure the loans obtained from BDO. The MTI covers RBCs properties in La Carlota, Negros Occidental with an aggregate carrying value of P1.5 billion as of September 30, 2011. Loan covenants The above loan agreements stipulate certain covenants, which include the following: maintenance of DSCR of at least 1.25 times and debt to equity ratio of not more than 70:30; prohibition on purchase of additional equipments except in pursuance of its sugar expansion and ethanol project;

prohibition on any material change in ownership or control of its business or capital stock or in the composition of its top level management; and prohibition on declaration or payment of dividends or any other capital or other asset distribution to its stockholders, unless the required financial ratios are maintained.

As a result of the significant drop in sugar prices in the last quarter of fiscal year 2011, among other factors, as discussed in Note 1, the Group incurred losses on the disposal of sugar inventories. In fiscal year ended June 30, 2011 and three months ended September 30, 2011, the Group did not meet the minimum DSCR required under the long-term loan agreements with certain creditor banks, which constitutes an event of default on such loans. In view of this, the noncurrent portion of long-term debt amounting to P =5.6 billion and P =5.8 billion is presented as current liabilities as of September 30, 2011 and June 30, 2011, respectively. As discussed in Notes 1 and 3, in September and October 2011, the Group obtained from the creditor banks a waiver of breach of covenant on the DSCR covering fiscal year ended June 30, 2011 and interim period ended September 30, 2011. In December 2011 and January 2012, a similar waiver was obtained by the Group from these creditor banks covering the period October 2011 to September 2012. The Group continues to present the noncurrent portion of long-term debt amounting to = P5.6 billion as current as of September 30, 2011 since the Group does not have an unconditional right to defer settlement for at least 12 months from September 30, 2011. However, as at December 31, 2011, the noncurrent portion of the long-term debt amounting to P5.6 billion is presented as long-term liability. On February 5, 2012, the Group and the creditor banks, BDO and BPI/RCBC, agreed that the outstanding balance shall be paid over a 7-year amortization period on an equal quarterly basis, commencing on November 5, 2014, in accordance with the amortization schedule provided by the latter. As of June 30, 2010, the Group is in compliance with these loan covenants. The maturities of the long-term borrowings are as follows: September 30, 2011 March 31, 2012 (In Thousands) =6,626,965 P = P 0 4,690,000 1,508,938 =6,626,965 P = 6,198,938 P

Between one and two years Between two and five years Over five years

15. Related Party Transactions In the normal course of business, the Group has transactions with related parties as follows: a. As of March 31, 2012 and September 30, 2011, the Groups outstanding advances to RCI amounted to P =89.8 million and P =49.0 million, respectively. RHI granted the advances to RCI in 2009 which were used to defray cost and expenses relating to the restructuring activities undertaken by the Group during the year. b. As of June 30, 2010 and 2009, the Company as a lessee, has a one-year lease agreement with CADP Retirement Fund, Inc. (CADPRFI), which is renewable annually at the option of the Company, CADPI and CACI under such terms and conditions mutually acceptable to all parties. c. In December 2005, the Company also entered into a lease agreement with CADPRFI, for the lease of its office space.

d. Key management compensation amounted to P16.6 million and P25.5 million for the period ending March 31, 2012 and 2011, respectively.

16. Retirement Benefit Plans Net Pension Plan Assets Prior to Restructuring in fiscal year 2009 (see Note 1), the Company and CADPGC maintain an individual and separately funded, non-contributory defined benefit plan (the Plan) covering all eligible employees. On December 16, 2008, the Company assumed the transferred employees covered by the Plan and acquired the related net pension plan assets from CADPGC. The acquired net pension plan assets, including the related deferred income tax liabilities, were part of the total consideration received from the acquisition of CADPGCs investments in shares of stock and certain assets and liabilities (see Note 1). Under the Plan, the normal retirement age is 65. A participant may opt to retire at age 60 or after rendering 20 years of continuous service. Retirement benefit for both normal retirements is equivalent to two months average basic salary for each year of service rendered. The amounts recognized in the consolidated balance sheets at September 30, 2011 follow: (In thousands) Present value of obligation Fair value of plan assets Surplus Unrecognized actuarial gain (loss) Net pension plan assets =155,425 P 231,694 76,269 51,428 =127,697 P

Plan assets cannot be returned to RHI unless on circumstances discussed in Note 2. The net pension plan assets amounting to P127.7 million as of March 31, 2012 will be used to reduce future contributions to the retirement fund. Consequently, a portion of the Groups 2010 retained earnings related to pension plan asset, net of deferred income tax liability, is not available for dividend declaration (see Note 23). Net Pension Benefit Obligation CACI maintains a funded, non-contributory defined benefit plan covering all its eligible employees. Under the plan, the normal retirement age is 65 irrespective of years of service. A participant may, at his option, elect to retire or CACI may, at its option, retire any participant at any time after attaining the age of 50 regardless of number of years in service or upon completion of 20 years of continuous service to CACI even if below 50 years of age. Normal and early retirement benefits are equivalent to one month latest salary for every year of service. CADPI also maintains funded, non-contributory defined benefit plan covering all its regular employees. Under the plan, the normal retirement age is 65 irrespective of years of service. A participant may opt to retire at age 60 regardless of number of years in service or upon completion of 20 years of continuous service to CADPI even if below 60 years of age. Normal retirement benefits consist of an amount equivalent to two times the employees latest monthly salary multiplied by the number of years of service.

The amounts recognized as net pension benefit obligation in the condensed consolidated balance sheets as at September 30, 2011 is determined as follows: (In Thousands) Present value of obligations Fair value of plan assets Deficit Unrecognized actuarial loss Net pension benefit obligation P421,509 = (356,957) 64,522 (64,522) =P

17. Commitments and Contingencies a. CACI and CADPI (the Mills) have milling contracts with the planters which provide for a 65% and 35% sharing between the planters and the Mills, respectively, of sugar, molasses and other sugar cane by-products, except bagasse, produced every crop year. b. As of September 30, 2011, the Group has in its custody the following sugar owned by quedan holders: Total volume (In thousands) (Lkg*) 550 309 859 Estimated market value (In Millions) = 744 P 675 = 1,419 P

Raw sugar Refined sugar

*Equivalent to 50 kilogram bag unit.

The above volume of sugar is not reflected in the consolidated balance sheets since these are not assets of the Group. The Group is accountable to quedan holders for the value of trusteed sugar or their sales proceeds. c. CADPI entered into sales contracts with principal customers for the sale of raw and refined sugar and molasses. As of March 31, 2012, CADPI has outstanding sales contracts for refined sugar with a total value of P =457 million equivalent to 148,722 Lkg. CADPI received cash deposits from customers for the above transactions as of December 31, 2011, which will be applied against future deliveries of sugar and molasses. These deposits are classified as current liabilities (see Note 13). d. CADPI entered into agreements as follows: (i) Lease of offsite warehouse for a period of one year renewable at the option of the lessee through notification in writing not later than 90 days prior to the expiration of the agreement. Related rent expense charged to operations amounted to P =0.1 million in December 2011 and =0.1 million in September 2011. The lease was no longer renewed last January 2012. P (ii) Contract for hauling services for the transport of sugarcane from the plantation to the mill. Related hauling expense charged to operations in March 31, 2012, and 2010 amounted to =201.7 million and P P =176.1 million, respectively.

e. CADPI entered into an indemnity and guarantee fee agreement with RHI to continue to be a mortgage trust indenture (MTI) between and among CADPI, RHI and BPI. RHI conveyed unto BPI as mortgage trustee its land located in Nasugbu, Batangas (mortgaged property) (see Note 14). RHI agreed to continue to subject the mortgaged property to the MTI on the following conditions: (i) CADPI shall protect the property and reimburse RHI with all expenses in case the mortgaged property is attached to satisfy the obligations of CADPI secured by the MTI; and (ii) A guarantee/mortgage fee of P =3.0 million shall be paid annually by CADPI to compensate RHI for the continuance of the mortgage. This guarantee fee agreement expired in April 2009. This guarantee fee agreement expired in April 2009. f. On January 14, 2009, Roxol and World Bank signed a $3.2 million Emission Reduction Purchase Agreement (ERPA) for the purchase of carbon emission credits under the Clean Development Mechanism of the Kyoto Protocol. The ERPA will also avoid at least 50,000 metric tons of carbon dioxide each year and has a crediting period of 10 years starting 2010. As part of the ERPA, part of the revenue for the purchase of the credits will be used to finance RBCs community development projects. g. There are pending legal cases in the ordinary course of the Groups business as at March 31, 2012 and 2010, but in the opinion of management and legal counsel, the ultimate outcome of these cases will not have a material impact on the financial position and results of operations of the Group. Consequently, no provision related to these legal cases was made in the 2012 and 2011. h. As of March 31, 2012 and September 30, 2011, the Group has unused lines of credit from local banks amounting to P = 1,102.0 million and = P862.0 million, respectively. (see Notes 11 and 14). 18. Revenue The components of revenue as of March 31, 2012 are as follows: 2010 2011 (In Thousands) =1,996,827 P = 1,583,658 P 1,766,771 1,680,770 213,191 140,761 81,703 79,215 25,024 15,122 17,382 =4,073,614 P = 3,526,810 P

Refined sugar Raw sugar Molasses Tolling fees Alcohol Others

____________________________________________________________________________________ 19. Cost of Sales The components of cost of sales as of March 31 are as follows: 2012 2011
(In Thousands)

Purchased of sugar (Note 6) Purchased of Molasses Net changes in inventories ( Note 6) Direct Labor Cost of transporting cane to mill Tolling fees Manufacturing overhead Repair and Maintenance Depreciation Energy cost Outside services Taxes and licenses Material and consumables Rent Provision for inventory loss PDPA Professional fee Others

= 856,583 P 0 (376,265) 174,845 509,722 10,017 119,506 332,931 217,293 61,025 56,663 192,593 47,297 43,501 225,972 2,227 35,507 = 2,509,417 P

3,804,655 63,938 (3,112,333) 195,204 591,312 11,517 154,053 251,992 412,744 71,421 40,826 190,468 40,453 15,235 340,784 1,569 250,865 = P3,324,703

20. Operating Expenses The components of general and administrative and selling expenses as of March 31 are as follows: 2011 2012
(In Thousands)

Employee benefits (Note 20) Outside service Taxes and licenses Insurance Depreciation Materials and consumables Rental Provision for inventory loss Professional fee Gasoline and oil Travel and transportation Corporate social responsibility Repair and maintenance Corporate and stockholder expenses Communication, Lights and Water Representation Allocated cost Training and development Transfer cost Others Selling

P97,023 = 41,673 120,996 15,582 26,261 11,216 8,948 6,737 6,639 5,957 5,792 2,344 3,992 2,148 5,447 844 1,240 141 30,804 34,573 12,807 = 441,166 P

=141,510 P 35,927 32,464 22,550 21,926 14,770 12,932 18,906 8,655 6,618 6,810 4,058 4,423 2,275 4,132 1,213 (1,210) 907 22,800 33,003 2,027 =396,705 P

21. Personnel Costs The components of employee benefits as of March 31 are as follows: 2011 2012 (In Thousands) =253,288 P = 220,341 P 57,615 32,446 19,081 = 271,868 P 25,811 =336,714 P

Salaries and wages (Notes 19 and 20) Allowances and other employee benefits (Notes 19 and 20) Pension costs (Note 19 and 20)

22. Other Operating Income - Net The components of other operating income as of December 31 are as follows: 2010 2011 (In Thousands) 18,896 39,446 22,839 6,618 441 (5,619) 3,031 6,997 452 4,449 5,826 10,650 =51,484 P = 62,541 P

Recovery from Insurance and performance bond Sale of scrap Foreign exchange gains (losses) net Sugar and molasses handling fee Storage fee and penalty Others

In 2010 recovery from insurance claim pertains to the amount collected from the insurer, which represents recovery from irreparable equipment. In November 2011, CADPI was able to refund the performance bond relative to sugar importation from National Food Authority amounting to P =28.4 million.

23. Income Taxes March 31, 2012 September 30, 2011 (In Thousands) Deferred income tax assets on: Allowance for: Impairment of receivables (Note 5) Sugar inventory losses (Note 6) Inventory obsolescence (Note 6) Pension benefit obligation (Note 16) Unamortized past service cost Unrealized foreign exchange loss NOLCO Unrealized gross profit on inventory Excess MCIT = 5,772 P 12,603 56,371 7,364 14,657 4,254 101,021

P4,793 = 4,021 20,712 726 30,252

Deferred income tax liabilities on: Revaluation increment on properties (Note 24) Unamortized capitalized interest (Note 9) Pension plan assets (Note 16) Net deferred income tax assets (liabilities)

(696,231) (80,090) (38,309) (814,630) (P = 784,378)

(696,231) (143,087) (38,309) (877,627) (P = 776,606)

24. Equity a. Share capital and treasury shares Details of share capital and treasury shares as at March 31, 2012 and September 30, 2011: Number of Shares Authorized common shares Capital A at P = 1 par value each Issued common shares Class A Treasury shares Issued and outstanding 1,500,000,000 1,168,976,425 (259,424,189) 909,552,236 Amounts in 000 P 1,500,000 = = 1,168,976 P (768,860) = 400,116 P

As of June 30, 2009, reacquired shares of the Parent Company under its Share Buy Back Program totaled to 259,424,189 shares at cost of P768.9 million. There were no reacquisition of shares as of March 31, 2012 and September 30, 2011. Reacquisition of shares by the Parent Company on its Share Buy Back Program follow: Year Reacquired 2009 2008 2007 and previous years Number of Shares 8,094,000 196,322,949 55,007,240 259,424,189 Cost (In Thousands) =29,153 P 675,940 63,767 =768,860 P

b. Retained earnings Restricted retained earnings The following amounts of retained earnings as at March 31, 2012 and September 30, 2011 are not available for dividend declaration: (In Thousands) = 768,860 P 98,319 = 867,179 P

Treasury shares Pension plan asset - net of deferred income tax liability (Note 15)

Dividend declaration Cash dividends declared by the Company from retained earnings during the years ended June 30, 2009 and 2008 follow:
Date Approved June 24, 2009 October 3, 2008 Per Share =0.06 P 0.06 Total Amount (In Thousands) =54,575 P 54,575 Stockholders of Record Date July 15, 2009 October 15, 2008 Date Paid/Issued July 31, 2009 October 31, 2008

No dividends were declared by the Company in 2010. c. Share prices The principal market for the Companys shares of stock is the Philippine Stock Exchange. The high and low trading prices of the Companys shares for each quarter within the two fiscal years are as follows: Quarter January 2012 through March 2012 October 2011 through December 2011 July 2011 through September 2011 High =3.85 P 3.10 3.49 Low =3.40 P 2.35 2.39

25 Income per Share Income per share as of March 31 is computed as follows: 2011 2012 (In Thousands, except EPS) Net Income for the year attributable to the equity holders of the Parent Company Weighted average number of common shares outstanding Basic/diluted Loss per Share = 331,091 P 909,552 = 364.02 P = 246,544 P 909,552 =271.06 P

There are no potential dilutive common shares as at March 31, 2012 and 2011.

26. Seasonality of Operations Demand for raw and refined sugar products are significantly influenced by seasons of the year. The seasonality also influences production and inventory levels and product prices. Annual repairs and maintenance are performed before the start of the milling, which is normally in the first and second quarter of the crop/financial year.

27. Financial Instruments

The Groups principal financial instruments comprise of cash and cash equivalents, trade receivables, and accounts payable and accrued expenses, which arise directly from its operations. The Group has other financial instruments such as advances to employees and a related party, dividends payable and short and long-term borrowings. The main risks arising from the Groups financial instruments are liquidity risk, credit risk, interest rate risk and foreign currency risk. The Group monitors the market price risk arising from all financial instruments. The Group is also exposed to commodity price risk. Risk management is carried out by the President and Chief Finance Officer under the direction of the BOD of the Company. The qualitative and quantitative disclosures on risks associated with the Groups financial instruments and the related risk management processes and procedures are disclosed in the annual consolidated financial statements as at September 31, 2011

28. Segment Information The Groups identified operating segments, which are consistent with the segments reported to the senior management, are as follows: a. RHI, a diversified holding and investment corporation with specific focus on sugar milling and refining business. It provides management services to its subsidiaries, particularly CADPI, CACI and RBC. b. CADPI, which is engaged in the business of producing, marketing and selling raw and refined sugar, molasses and other related products or by-products and offers tolling services to traders and planters. It has a raw sugar milling and refinery plant located in Nasugbu, Batangas with daily cane capacity of 13,000 metric tons as of March 31, 2012. CADPIs raw sugar milling is involved in the extraction of juices from the canes to form sweet granular sugar which is light brown to yellowish in color. Canes are sourced from both district and non-district planters and are milled by CADPI under a production sharing agreement (see Note 16). The refinery operation, on the other hand, involves the processing of raw sugar (mill share and purchased) into refined sugar, a lustrous white-colored sugar. To ensure maximum utilization of the refinery, CADPI also offers tolling services, which converts raw sugar owned by planters and traders into refined sugar in consideration for a tolling fee. c. CACI, which produces raw sugar and molasses and to trade the same on wholesale/retail basis. It also sells refined sugar upon tolling its raw sugar with other sugar mills. Its sugar milling plant, which has a similar process with CADPI and has a daily cane capacity of 18,000 metric tons as of March 31, 2012 and 2011, is located in La Carlota City, Negros Occidental. d. RBC, established to engage in the business of producing, marketing and selling of bio-ethanol fuel, both hydrous and anhydrous products from sugarcane and related raw materials. Its plant facility is located in La Carlota City, Negros Occidental. e. CFSI, established to engage in the business of transporting sugar cane, sugar and its by-products including all kinds of commercial cargoes to and from sugar factories, sugar refineries, millsites or warehouses and/or similar establishments by land. CFSI currently caters various planters in Batangas, Negros, and other provincial areas in Visayas and Southern Luzon.

The segment information of the Group is disclosed in the annual consolidated financial statements as at September 30, 2011.

29.The Nature and Amount of Items Affecting Assets, Liabilities, Equity, Net Income, or Cash Flows that are Unusual Because of their Nature, Size or Incidence Other than those disclosed in the each notes to the unaudited interim condensed consolidated financial statements, if any, there are no assets, liabilities, equity, net income or cash flows that are unusual because of their nature, size or incidents.

30.The Nature and Amount of Changes in Estimates of Amounts Reported in Prior Interim Period of the Current Year or Changes in Estimates of Amounts Reported in Prior Years, if those Changes Have a Material Effect in the Current Interim Period There are no significant changes in estimates reported in prior interim periods of the current year or changes in estimates reported in prior years, which are considered to have material effect on the unaudited interim condensed consolidated financial statements.

ROXAS HOLDINGS, INC. AND SUBSIDIARIES AGING OF TRADE AND OTHER RECEIVABLES MARCH 31, 2012 1 - 30 days Trade Advances to platers, trucker and contractors Advances to related parties Advances to laborers and employees Others Total Allowance for impairment Trade and other receivables, net 345,529,739 336,532,306 5,466,924 3,115 3,527,394 31 - 60 days 212,882,365 2,605,927 9,894,041 55,526 225,437,859 60 - 90 days 14,461,000 423,013 57,175 11,481,038 3,918,431 30,340,657 91 days over 126,730,043 39,981,244 89,821,306 15,908,700 10,207,274 282,648,566 Total 690,605,713 48,477,108 89,881,596 40,811,172 14,181,231 883,956,821 (21,248,898) 862,707,923

ANNEX B
Roxas Holdings, Inc. and Subsidiaries
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Second Quarter Ending March 31, 2012 and 2011

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION INTERIM RESULTS 2ND QUARTER CY 2011-2012 versus CY 2010-2011

Change in Crop Year On February 02, 2011, the Board of Directors (BOD) of Roxas Holdings, Inc. and subsidiaries (the Group or Company) approved the amendment on the Groups By-Laws changing the accounting period from fiscal year ending June 30 to September 30 of each year. The change was intended to align the fiscal year of the Group with the normal crop year of the sugar business. The change was subsequently approved by the Securities and Exchange Commission (SEC) on March 03, 2011, while the Companys subsidiaries were approved by the SEC on various dates in 2011.

Results of Operations Batangas Operations On November 17, 2011, the mill operations of Central Azucarera Don Pedro, Inc. (CADPI) started 21 days ahead from last year. Thus, increasing cane tonnage by 13% as of March 31, 2012. Total tonnage went up to 1,349,943 MT from last years 1,189,849 MT, accordingly increasing raw sugar production to 2,366,622 Lkg. from 2,112,208 Lkg. despite decrease in recovery to 1.75 Lkg/TC from 1.78 Lkg/TC. Refined production this year is lower by 4% from 1,861,958 Lkg. to 1,791,160 Lkg, due to shorter operating period this year. Negros Operations Central Azucarera de La Carlota, Inc. (CACI) had a good start in its milling operations in October 2011. Cane tonnage was up this year with 1,714,987 MT, a 6% increase from 1,619,933 MT last year. Coupled with higher production yield this period at 1.99 Lkg/TC, raw production likewise surge to 3,409,034 Lkg. from previous years 3,051,228 Lkg. at 1.90 Lkg/TC. Revenues The Group ended its second half with consolidated total revenues of P3.527 billion, 13% lower from previous years P4.074 billion, as restated, on the account principally of high sugar prices in prior year. Average sugar prices in the current period amounted to P2,116 and P1,342 for refined and raw sugar, respectively as against P2,339 for refined and P2,210 for raw sugar in the previous year. In spite of the decrease in total revenues and average selling prices of sugar, consolidated raw sales volume went up from 800,000 Lkg in 2011 to 933,000 Lkg in 2012. Sometime in 2011, the Sugar Regulatory Administration (SRA) allowed the exportation of raw sugar to help the mills recover a bit in the sudden drop in sugar prices due to unexpected overflow of cane supply in previous crop year. The Group was able to sell raws to Japan and Korea during the crop year. The Group benefited from the remaining high priced forward contracts from last crop year, as it contained the negative impact of slow withdrawal and lower selling prices this period. Refined sales volume dropped to 749,000 Lkg. from 854,000 Lkg. in prior year.

Cost of Sales High tonnage and raw production this period combined with cost containment measures brought higher margins for the Roxas Group at 29% as of March 2012 versus 18% same period last year. The Group posted a reduction of P816 million or 25% in Cost of Sales, which pertains to substantial drop in energy cost, hauling expense, labor and labor related costs, repairs and maintenance, etc. Energy cost went down to P217 million from P413 million in previous year due to reduction in bunker usage. Energy imbalance caused by the increased capacity of the mills, low cane fiber and slow start in milling operation in prior period contributed to high bunker usage in CY 2010-2011. The use of more cost efficient bio fuels this year contained bunker usage. Moreover, the Group reduced its costs of repairs and maintenance, labor and labor related expenses due to retirement of employees and hauling expenses. Fierce competition over canes in Negros last year, pushed hauling expenses up by providing higher incentives. Total Cost of Sales in 2012 amounts to P2.509 billion compared to P3.325 billion in 2011.

Other Operating Income Consolidated Other Operating Income increased by 24% to P63 million in 2012 from P51 million in 2011 due to refund of performance bond from sugar importation in 2010 by CADPI amounting to P28 million and gain from insurance claim of P8 million from a damaged turbo generator of CACI.

Operating Expenses Despite cost containment measures of the Group, total operating expenses went up by 11% to P441 million from P397 million in prior year. The increase was brought about by the accrual of P85 million in potential tax deficiency of CADPI due to a BIR assessment which the Group believes has no basis. Equity in Net Earnings (Loss) of an Associate The Group shared in the net loss of an associate, Hawaiian-Philippines Company (HPCo) for the first half of the crop year. This amounts to P18 million in equity in net loss as compared to P58 million in earnings in prior year. HPCo.s cane tonnage and sales went down this year.

Financing Costs, net The slight decrease in consolidated financing costs, net was due to lower loan principal this year due to payment of maturing obligations. Consolidated financing costs, net amounted to P267 million from P295 million in last year.

Provision for Taxes, net Provision for taxes this period amounted to P22 million due minimum corporate income tax of sugar subsidiaries. In 2011, the subsidiaries recognized NOLCO as deferred tax asset.

Consolidated Net Income The Group ended the period with a consolidated net income of P332 million, a 35% improvement from prior years P246 million as restated. The year to date March 2012 net income is equivalent to an Earnings Per Share (EPS) of P0.44 versus P0.27 in 2011 as restated. Earnings before interest, taxes, depreciation and amortization (EBITDA) in the current period amounted to P993 million higher versus previous years P678 million as restated. Interest rate coverage ratio of the Group improved to 2.33:1.00 in March 31, 2012 from 1.56:1.00 in March 31, 2011. The improvement was due to higher earnings before interest and taxes (EBIT) of P621 million this year as compared to P462 million in prior year and lower interest cost in the current period.

Financial Condition Consolidated resources of the Roxas Group as at March 31, 2012 posted at P15.623 billion, slightly higher by 2% from P15.346 billion audited balance in September 30, 2011. Consolidated current assets likewise increased to P3.575 billion from P2.849 billion in September on the account of higher receivables and inventory level in March reflective of the operating period of the sugar businesses. Offoperation/repairs and maintenance period starts in April/May until September of every year. Consolidated current liabilities on the other hand went down to P3.707 billion in March from P9.929 billion audited balance in September 2011 due to reclassification of current portion and non-current portion of long-term debt in the current liabilities to long-term liabilities. The reclassification was brought about by the amendments in the loan covenants, thus, improving the current ratio from 0.29:1.00 to 0.96:1.00 in September 2011 and March 2012, respectively. Debt to equity ratio likewise recovered and posted at 2.17:1.00 as at March 2012 versus 2.31:1.00 in September 2011. Asset to equity ratio also improved to 3.18:1.00 from 3.31:1.00 in March 2012 and September 2011, respectively. Return on assets are the same for both periods posted at 2% while return on equity improved to 7% from prior periods 5%, on the account of improved operating and financial performance of the Group. The Group has existing credit lines/facilities with banks to meet working capital requirements. Unused working capital lines as at March 31, 2012 and September 30, 2011 from local banks amounted to P702 million and P862 million, respectively. Book value per share is P5.42 and P5.10 as at March 2012 and September 2011, respectively. The increase was due to improved operating results of the Group. There are no: Known trends or any known demands, commitments, event or uncertainties that will result in or that are reasonably likely to result in the Groups material liquidity problem; Known trends, events or uncertainties that have had or that are reasonably expected to have a material favourable or unfavourable impact on net sales or revenues or income from continuing operations;

Significant elements of income or loss that arose from continuing operations; and Seasonal aspects that had a material effect on the financial condition or results of operations.

Bank Loans Non-current portion of long-term loan borrowings as at September 30, 2011 amounting to P5.599 billion was presented as current in the Balance Sheets. The reclassification was a consequence of the breach of the negative covenant on the Debt Service Coverage Ratio (DSCR) because of the loss recorded during the fiscal year. As of September 30, 2011, the Group did not meet the minimum DSCR required under the long-term agreements with certain creditor banks. The violation constitutes an event of default. Since the losses were mainly driven by market reversals, it did not affect the capability of the Company to service its maturing obligations with the banks. The Group was able to obtain from the creditor banks their waivers for the breach of the covenant on the DSCR for the short period ended September 30, 2011. The creditor banks issued in December 2011 and January 2012 similar waivers for possible violations of DSCR up to September 2012. For the first six (6) months reporting, non-current portion of long-term loans was presented as non-current in the Balance Sheets amounting to P6.199 billion as at March 31, 2012. On February 06, 2012, the Groups loan contract with the banks was amended. The loans were restructured and an additional three (3) year grace period starting February 2012 on principal repayment was granted. Included in the amendment is the revision to the definition of Debt Service Coverage Ratio to read as follows: Debt Service Coverage Ratio means EBITDA divided by the sum of interest expense and principal term loan repayment based on RHIs most recent audited consolidated financial statements prepared in accordance with Philippine Financial Reporting Standars. Cash and Cash Equivalents and Bank Loans Consolidated cash flows showed the Groups capacity to pay-off maturing obligations and interests from its operating and investing activities. Consolidated cash balance as at March 31, 2012 and September 2011 is the same amounting to P319 million. The Group paid off P832 million in short and long term loans as well as bank interests during the period. Total loans decreased to P8.602 billion from a balance of P9.165 billion in September 2011.

Receivables and Inventories Total receivables rose to P863 million, 54% higher versus audited balance of P559 million at September 30, 2011. This was due to increase in trade receivables on the account of sales during the period. Despite the sales, inventories surged to P2.020 billion due to high production this year. Audited balance of inventories in September 2011 amounted to P1.639 billion.

Prepayments and Other Current Assets The increase in prepayments and other current assets of P373 million was due to higher prepaid taxes, creditable withholding tax and input VAT. Last audited balance is P332 million.

Investment in Shares of Stock of an Associate Investment in shares of stock of HPCo decreased from P686 million to P597 million due to payment of dividends by the associate and equity in net loss for the period. Total dividends received by RHI amounted to P71 million. Other Noncurrent Assets Other noncurrent assets went down to P20 million from P25 million in September 2011 due to reclassification of P3.9 million long term receivables to employees of CADPI to current. Accounts Payable and Accrued xpenses and customers deposit Consolidated accounts payable and accrued expenses surged to P910 million in March 2012 from P594 million in September 2011 due to normal increase of the operational requirements during the milling and refining season. Likewise, customers deposit went up to P378 million from P153 million in March 2012 and September 30, 2011, respectively.

Income tax payable Creditable withholding tax was applied for the current income tax payable.

Net pension benefit obligation There was no net pension benefit obligation as at September 30, 2011 due to payment of contribution. Balance as at March 31, 2012 amounted to P2 million. Stockholders equity Total equity posted at P4.931 billion and P4.640 billion as at March 31, 2012 and September 30, 2011, respectively. The Group was in a net income position this period, thus, the increase.

Top Five Performance Indicators As maybe concluded in the foregoing description of the business of the Group, the Companys financial performance is determined to a large extent by the following key results: Raw sugar production a principal determinant of consolidated revenues and computed as the gross amount of raw sugar output of CADPI and CACI as consolidated subsidiaries and HPCo as an associate, and pertains to production capacity, ability to source sugar canes and the efficiencies and productivity of manufacturing facilities.

Refined sugar production the most important determinant of revenues and computed as the gross volume of refined sugar produced by the CADPI refinery both as direct sales to industrial customers and traders or as tolling manufacturing service, limited by production capacity and by the ability of the Group to market its services to both types of customers. Raw sugar milling recovery a measure of raw sugar production yield compared to unit of input and is computed as the fraction of raw sugar produced (in Lkg bags) from each ton of sugar cane milled (Lkg/TC) Earnings before interest, taxes, depreciation and amortization (EBITDA) the measure for cash income from operation and computed as the difference between revenues and cost of sales and operating and other expenses, but excluding finance charges from loans, income taxes and adding back allowances for depreciation and other non cash amortization. Return on Equity denotes the capability of the Group to generate returns on the shareholders fund computed as a percentage of net income to total equity.

The table below presents the top five performance indicators of the Group in three (3) fiscal years: Performance Indicator Raw sugar production Refined sugar production Milling recovery EBITDA Return on equity
*As of June 30

2010-2011* 8.165M bags 1.970M bags 1.99 Lkg/TC P793 million (8%)

2009-2010* 6.947 M bags 3.324 M bags 2.09 Lkg/TC P1.011 billion 5%

2008-2009* 8.123 M bags 3.965 M bags 2.02 Lkg/TC P669 million 3%

Key Variable and Other Qualitative and Quantitative Factors 1. The Company is not aware of any known trends, events or uncertainties that will result in or that are reasonably likely to result in any material cash flow or liquidity problem. 2. The Company is not aware of any events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation. 3. The Company is not aware of any material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons created during the reporting period. 4. Description of material commitments for capital expenditures The Group had an allocation of P40.2 million in capital expenditures for crop year 2011-2012 of which P18.8 million is for CADPI for the integrated mill and refinery operations, P16.3 million for CACI and P5 million for CFSI. 5. The Company is not aware of any known trend, events or uncertainties that will have material impact on sales.

6. The Company is not aware of causes for any material changes from period to period in the financial statements. Plan of Operations In line with the continuing efforts to improve the sugar operations, ensure continuing viability of its business and address the adverse effects of the volatility of the sugar and alcohol prices, the Groups management has implemented the following strategies, among others: Carrying out marketing programs to generate additional revenues from sales of alcohol, sugar and allied products and services; Increasing mill share to minimize sourcing of raw sugar from third parties; and Implementing cost reduction programs in its plants, such as but not limited to the reduction of fuel costs by reducing downtime, improving plant facilities to enable efficient plant utilization and maximizing the use of cheaper fuel alternatives, etc.