Notes to Accounts of Bengal & Assam Company Ltd.

Mar 31, 2025

1.4.4 Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the
reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating
to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money
is material, provisions are discounted using a current pre tax rate that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liability is disclosed in the case of:

• A present obligation arising from past events, when it is not probable that an outflow of resources will be required to
settle the obligation.

• A present obligation arising from past events, when no reliable estimate is possible:

• A possible obligation arising from past events, unless the probability of outflow of resources is remote.

Provisions, contingent liabilities & contingent assets are reviewed at each balance sheet date.

1.4.5 Employee benefits

(i) Defined Contribution Plan

Contributions to the Employees'' Provident Fund, Superannuation Fund and Employees'' Pension Scheme are recognized
as defined contribution plan and charged as expenses during the period in which the employees perform the services.

(ii) Defined Benefit Plan

The Company''s liabilities on account of gratuity and earned leave on retirement of employees are determined at
the end of each financial year on the basis of actuarial valuation certificates obtained from Registered Actuary in
accordance with the measurement procedure as per Indian Accounting Standard (Ind AS)-19., ''Employee Benefits''
gratuity liability is funded on year-to-year basis by contribution to fund. The costs of providing benefits under these
plan are also determined on the basis of actuarial valuation at each year end. Actuarial gains and losses for defined
benefit plans are recognized through OCI in the period in which they occur. Re-measurements are not reclassified to
Statement of Profit or Loss in subsequent periods.

Defined benefit plan can be short term or long terms which are defined below:

(a) Short-term employee benefits

All employees'' benefits payable wholly within twelve months rendering services are classified as short term
employee benefits. Benefits such as salaries, wages, short-term compensated absences, etc are recognized
during the period in which the employee renders related service.

(b) Long-term employee benefits

Compensated absences which are not expected to occur within 12 months after the end of the period in which
the employee renders the related services are recognized as a liability at the present value of the defined benefit
obligation at the balance sheet date.

(iii) Termination benefits

Termination benefits are recognized as an expense in the period in which they are incurred. The Company shall
recognise a liability and expense for termination benefits at the earlier of the following dates:

(a) When the entity can no longer withdraw the offer of those benefits; and

(b) When the entity recognises costs for a restructuring that is within the scope of Ind AS 37 and involves the
payment of termination benefits.

1.4.6 Leases

A. Company as a lessee

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

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

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease, or, if not readily determinable, the incremental borrowing
rate specific to the country, term and currency of the contract.

Lease payments can include fixed payments, variable payments that depend on an index or rate known at the
commencement date, as well as any extension or purchase options, if the Company is reasonably certain to exercise
these options. The lease liability is subsequently measured at amortized cost using the effective interest method and
remeasured with a corresponding adjustment to the related right-of-use asset when there is a change in future lease
payments in case of renegotiation, changes of an index or rate or in case of reassessments of options.

The right-of-use asset comprises, at inception, the initial lease liability, any initial direct costs and, when applicable, the
obligations to refurbish the asset, less any incentives granted by the lessors. The right-of-use asset is subsequently
depreciated, on a straight-line basis, over the lease term, if the lease transfers the ownership of the underlying asset
to the Company at the end of the lease term or, if the cost of the right-of-use asset reflects that the lessee will exercise
a purchase option, over the estimated useful life of the underlying asset. Right-of-use assets are also subject to
testing for impairment if there is an indicator for impairment. Variable lease payments not included in the measurement
of the lease liabilities are expensed to the statement of operations in the period in which the events or conditions
which trigger those payments occur. In the statement of financial position right-of-use assets and lease liabilities are
classified respectively as part of property, plant and equipment and short-term/long-term debt.

B. Company as a lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease shall not be straight-lined, if escalation in rentals
is in line with expected inflationary cost. Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental
income.

Contingent rentals are recognised as revenue in the period in which they are earned.

1.4.7 Statement of Cash Flows

Statement of cash flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow
from operating activities is reported using indirect method adjusting the net profit for the effects of:

i) changes during the period in operating receivables and payables transactions of a non-cash nature;

ii) non-cash items such as depreciation, provisions, deferred taxes, unrealised gains and losses; and

iii) all other items for which the cash effects are investing or financing cash flows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not
available for general use as on the date of Balance Sheet.

1A8 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the
Company''s earnings per share is the net profit for the period.

The weighted average number of equity shares outstanding during the period and all periods presented is adjusted for
events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity
shares outstanding without a corresponding change in resources. 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 share outstanding
during the period is adjusted for the effects of all dilutive potential equity shares.

1.4.9 Dividends paid on equity shares

The Company recognises a liability to make cash distributions to equity holders of the company when the distribution is
authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution
is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

1.4.10 Standards issued but not yet effective

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified
any new standards or amendments to the existing standards applicable to the Company.

1.4.11 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s revised financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

A. Judgement

In the process of applying the Company''s accounting policies, management has made the following estimates,
assumptions and judgements, which have the most significant effect on the amounts recognised in the revised financial
statements:

(i) Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company,
including legal, contractual, land access and other claims. By their nature, contingencies will be resolved only
when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential
quantum of contingencies inherently involves the exercise of significant judgement and the use of estimates
regarding the outcome of future events.

B. Estimates and assumptions

The key assumptions concerning the future and other key sources of estimating the uncertainty at the reporting date
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when they occur.

(i) Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant management judgement is required to determine
the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future
taxable profits together with future tax planning strategies.

(ii) Defined benefit plans and other long term benefit plan (gratuity benefits and leave encashment)

The cost and present value of the defined benefit gratuity plan and leave encashment (other long term benefit
plan) are determined using actuarial valuations. An actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include the determination of the discount rate, future
salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a
defined benefit obligation and other long term benefits are highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans
operated in India, the management considers the market yield on government bonds in currencies consistent
with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only
at interval in response to demographic changes. Future salary increases and gratuity increases are based on
expected future inflation rates for the respective countries.

(iii) Fair value measurement of financial instruments.

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured
based on quoted prices in active markets, their fair value is measured using valuation techniques. The inputs
to these models are taken from observable markets where possible, but where this is not feasible, a degree of
judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity
risk, credit risk and volatility. Changing in assumptions about these factors could affect reported fair value of
financial instruments.

G. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of ? 10 per share. Each shareholder is entitled
to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the company, after distribution of all preferential amounts.The distribution will be in proportion to the number
of equity shares held by the shareholders.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend.

H. Term/rights attached to preference shares:

I. Cumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of
the said shares, and

- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential
dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However,
it shall not confer the right to any further participation in the profits or assets of the Company.

- Voting right will be as per the Companies Act, 2013

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK
Enviro-Tech Limited) will be redeemed in 3 installment of ? 20 crore, ? 20 crore and ? 25 crore at the end of 8^th year,
9^th year and 10^th year along with premium of ? 32.50, ? 38.00 and ? 43.50 per share respectively.

Notes: Nature and purpose of reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General reserve

Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General
reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies
Act, 2013.

(iii) Capital redemption reserve

Represents the statutory reserve created at the time of redemption of Preference Share Capital, which can be applied for
issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier
years. These reserve are free reserves which can be utilised for any purpose as may be required.

(vi) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment
in subsidiaries and associate) in other comprehensive income. These changes are accumulated within the FVOCI equity
investments reserve within equity.

32 The Board of Directors of Bengal & Assam Company Limited (BACL) had approved a composite Scheme of Arrangement
(''the Scheme'') amongst Umang Dairies Limited (UDL), Bengal & Assam Company Limited (BACL), and Panchmahal
Properties Limited (''PPL”), a Wholly-owned Subsidiary of BACL, and their respective Shareholders and Creditors, pursuant
to the provisions of Sections 230 and 232 of the Companies Act, 2013 for demerger of Dairy Business Undertaking
(Demerged Undertaking) of UDL with and into PPL and Amalgamation of residual business of UDL into and with BACL,
w.e.f. 1^st April, 2023 (Appointed Date).

The Scheme has since been sanctioned by the Hon''ble Benches of the National Company Law Tribunal (NCLT) at Kolkata
& Allahabad vide their respective orders dated 22^nd May, 2025 and 26^th May, 2025. The certified copies of the Orders have
been filed with the respective Registrar of Companies on 17^th June, 2025. The Scheme has come into effect accordingly.
Due effect of the Scheme from the Appointed Date, i.e 1^st April, 2023 has been given in the financial statements of the
Company (BACL) as under:

a) Part B of the Scheme: Demerger of Dairy Business Undertaking and vesting of the same in the PPL (Resulting Company):
Pursuant to the Scheme

i) All assets, liabilities and reserves of the Dairy Business Undertaking of UDL have been transferred to and vested in
the PPL w.e.f. 01^st April, 2023 and have been recorded at book value of respective assets/liabilities under the “Pooling
of Interest” method in the books of PPL in accordance with Appendix C to Ind AS 103 — Business combinations of
entities under common control.

ii) BACL (the holding company of the PPL), in consideration of the demerger of the Dairy Business Undertaking from UDL
and vesting into and with the PPL, has issued to the Equity Shareholders of UDL 1 (one) Equity Share of ? 10/- each
in the BACL as fully paid up for every 92 (ninety two) Equity Shares of ? 5/- each fully paid-up held by the said Equity
Shareholders of UDL in the capital of UDL.

iii) BACL has credited its share capital account with the aggregate face value of the equity shares issued of ? 10.69 Lakh
as per (ii) above with corresponding debit in investments of equity shares in PPL (Resulting Company 1) as deemed
equity contribution.

b) Part C of the Scheme: After giving effect of Part B of the Scheme, amalgamation of the UDL (“Amalgamating Company”,
“Residual UDL”) along with Remaining Business, into and with the BACL (“Amalgamated Company”): Pursuant to the
Scheme:

i) All assets, liabilities and reserves of the Residual UDL have been transferred to and vested in the BACL w.e.f.
01.04.2023 and have been recorded at book value of respective assets/liabilities under the “Pooling of Interest”
method in the books of PPL in accordance with Appendix C to Ind AS 103 — Business combinations of entities under
common control.

ii) Entire inter-company investments held by the BACL (Amalgamated Company) in the UDL (Amalgamating Company)
has been cancelled.

iii) BACL, in consideration of the amalgamation of the UDL into and with the BACL, has issued to the Equity Shareholders
of UDL 1 (one) Equity Share of ? 10/- each in the BACL as fully paid up for every 14,652 Equity Shares of ? 5/- each
fully paid-up held by the said Equity Shareholders of UDL in the capital of UDL.

iv) The difference between the value of assets over the value of liabilities and reserves of the UDL (Amalgamating
Company), after adjusting for cancellation of inter-company investments, has been adjusted in the capital reserve of
the BACL as below:

c) The necessary steps and formalities in respect of transfer of assets and in favour of the Company (BACL) is under
implementation.

d) All business activities carried on by the UDL w.e.f. 1^st April, 2023 with respect to residual business in the ordinary course of
business was deemed to have been carried on for and on behalf of and in trust for the Company (BACL) and consequently
all profits and losses and related taxes paid were deemed to be the profits, losses and taxes of the Company, as the case
may be.

e) As the Scheme is effective from the Appointed Date i.e. 1^st April, 2023, the impact of result for the period for 1^st April, 2023
to 31^st March, 2024 have been disclosed /given in the (Statement of Profit & Loss), Retained Earning and under the
head “Other Equity” are:
@The Contingent Liability of Rs.1,072.84 Lakhs relates to the Company''s Writ Petition filed before the Hon''ble High Court
of Calcutta challenging the Order of Collector of Stamps, Kolkata, adjudicating Stamp Duty in respect of 32,59,586 equity
shares issued pursuant to the Scheme of Arrangement sanctioned in the year 2019. The Hon''ble High Court vide its
Order dated 8^th May, 2025 had restrained the Collector of Stamps, Kolkata, for taking any coercive measure against the
Company till 31^st July, 2025 or until further Order, whichever is earlier. The said Restraint Order has been further extended
till 12^th December, 2025.

# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before
the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has
reviewed all its pending litigations and proceeding and has adequately provided for where provision required and disclosed
as contingent liabilities where applicable, in it''s financial statement. The Company does not expect the outcome of these
proceedings to have a materially adverse effect on its financial position.

J4 (a) In previous financial year, JK Tyre & Industries Ltd. (JK Tyre), subsidiary of the company, consequent to allotment

of equity shares to eligible qualified institutional buyer under QIP, ceased to be a subsidiary of the company w.e.f
23^rd Dec 2023 and became an ''Associate''.

38 OPERATING SEGMENTS
Basis of Segmentation

The Board of Directors of the Company has been identified as Chief Operating Decision Maker who monitors the operating
results of its business segments separately for the purpose of making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on profit or loss and is measured consistently with the profit or loss
in the revised financial statements. The Company has identified five segments i.e. Tyre, Paper, Cement, Polymer & Textile
and Others and therefore reported accordingly.

The following methods and assumptions were used to estimate the fair values

a Fair value of cash and bank, loans and other financial assets and liabilities approximate their carrying amounts largely
due to the short-term maturities of these instruments.

b Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using
rates currently available for debt on similar terms and remaining maturities.
c Fair value of investments in associates and subsidiaries are measured at cost hence not disclosed in above table.

42 (B) Fair Value hierarchy

All financial assets and liabilities for which fair value is measured in the revised financial statements are categorised within
the fair value hierarchy, described as follows
Level 1 - Quoted prices in active markets

Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
Level 3 - Inputs that are not based on observable market data.

The following table presents the fair value measurement hierarchy of financial assets and liabilities, which have been
measured subsequent to initial recognition at fair value as at 31^st March, 2025 and 31^st March 2024

During the year ended 31^st March, 2025 and 31^st March, 2024, there were no transfers between Level 1 and Level 2 fair
value measurements, and no transfer into and out of Level 3 fair value measurements.

Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual
funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference
shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk
and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.

43 Financial risk management objectives and Policies

The Company''s activities are exposed to a variety of financial risks from its operations. The key financial risks include
market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Company''s overall risk
management policy seeks to minimize potential adverse effects on Company''s financial performance.

(i) Market risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk includes interest rate risk and foreign currency risk. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters, while optimising the
return.

(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact
future rates of borrowing. The Company mitigates this risk by regularly assessing the market scenario, finding
appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method
of financing.

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure
will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign
group Company. Therefore Company''s exposure to foreign currecny risk is limited.

(ii) Credit risk: The Company being an investment company, credit risk refers to the risk that a counterparty may default on
its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents,
financial assets measured at amortised cost and financial assets measured at fair value through profit or loss.

Credit risk arises primarily from financial assets such as loans and other receivables and other balances with banks.
The major investments of the Company is in the group companies which includes investment in subsidiary Companies
and associates. The Company has also made investments in quoted equity shares and units of mutual funds on the
basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on
financial assets measured at amortised cost

(iii) Liquidity Risk: Liquidity risk is the risk, where the company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The table below summarizes
the maturity profile of Company''s financial liabilities based on contractual undiscounted payments :-

(iv) Price risk: The Company''s exposure to equity securities risk arises from investments held by the Company and classified
in the Balance Sheet as fair value through OCI / valued at cost. The Company''s exposure to securities price risk arises
from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of
these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the
company diversifies its portfolio.

44 Capital risk management

The Company operates as an Investment Company and consequently is registered as a Non-Banking Financial Institution
- Core investment Company -Non deposit taking- systemically important (NBFC-CIC-ND-SI) with Reserve Bank of India
(RBI). The Company''s policy is to maintain an adequate capital base so as to have market confidence and to sustain future
development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders.
The primary objective of the Company''s capital management is to maintain an optimal structure so as to maximize the
shareholder''s value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce
capital, as the case may be.

47.10 Miscellaneous disclosures

a) Registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn.
No - B-05.07048 dt. 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other
adverse findings - NIL

c) if the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in
respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the
reportable period, with notes on - NA

i) How the modified opinion(s) or other reservations(s) has been resolved; or - NA

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter. - NA

48 Disclosure of details as required by RBI/2019-20/88/DOR.NBFC (PD) CC. NO. 102/03.10.001/2019-20 Dated November 04,
2019 regarding Liquidity risk management framework for non-banking financial Companies and Core Investment Companies
as on 31^st March 2025.

50 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide Notification dated
March 24, 2021;

a. Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b. Wilful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c. Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of
Companies Act, 2013 or section 560 of Companies Act, 1956.

d. Compliance with number of layers of companies:

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

e. Utilisation of Borrowed funds and share premium:

During the financial year ended 31^st March 2025, other than the transactions undertaken in the normal course of
business and in accordance with extant regulatory guidelines as applicable.

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person
or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.

f. Undisclosed Income:

The Company does not have any transactions not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961). Also, there are nil previously unrecorded income
and related assets.

g. Details of Crypto Currency or Virtual Currency:

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

h. Registration of Charges

As the Company is not having any borrowing during the year therefore this clause in not applicable.

51.5 Unhedged foreign currency exposure - NIL

51.6 Related Party Disclosure refer Note no. 37

51.7 Disclosure of Complaints - NIL

52 Previous year figures have been reclassified/ regrouped wherever necessary.

As per our report of even date attached ^{BHARAT HARI SINGHANIA (DIN}.^00041156) Chairman

For V. Singhi & Associates
Chartered Accountants

Firm Registration No. - 311017E ASHOK KUMAR KINRA (DIN:00066421)

Naveen Kankaria UPENDRA KUMAR GUPTA ^ ^

Partner Chief Executive Officer & ^DR. ^{RAGHUPATI SINGHANIA (DIN:00036129)}

Membership No. 153214 Chief Financial Officer KA.LPATA.RUyTRlPATHY (DIN''00x^{865794) Directors}

^y MUDIT KUMAR (DIN: 00141585)

Place: New Delhi DILLIP KUMAR SWAIN SANJEEV KUMAR JHUNJHUNWALA (DIN.00177747)

Date. 13^th August, 2025 Company Secretary VINITA SINGHANIA (DIN.00042983)

---

Mar 31, 2024

Estimation of fair value

The best evidence of fair value is current prices in an active market for similar properties. Investment properties leased out by the Company are cancellable leases. The market rate for sale/purchase of such premises are representative of fair values. Company''s investment properties are at a location where active market is available for similar kind of properties. Hence in previous year, fair value is ascertained on the basis of market rates prevailing for similar properties in those location determined by an independent registered valuer. Management estimates that there is no major change in fair valuation as on 31^st March, 2023 and 31^st March, 2024.

@ The above mentioned Properties have been transferred to the Company pursuant to the Scheme of Amalgamation between the Company and Ashim Investment Company Limited and its 4 wholly owned subsidiaries and Netflier Finco Limited and its 4 wholly owned subsidiaries, sanctioned by the Hon''ble High Court of Delhi in the year 2008. (Hereinafter referred to as “the Scheme”). All properties have been transferred in the name of the Company. The title deeds of these properties are in the name of the merged entities, however, mutation has been done in the name of BACL.

A Unsecured loans

(i) '' 312.30 Lakhs (Previous Year '' 600.75 Lakhs) net off of '' 21.03 Lakhs ( Previous Year '' 65.92 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 1 yearly instalments of '' 333.33 Lakhs each.

(ii) Previous year '' 800 Lakhs payable to a body corporate in Aug 23 with interest @ 9.00% p.a. (Previous Year 9.75% p.a.) payable quarterly.

(iii) '' 2,000 (Previous Year '' 6,500 Lakhs) payable to a Subsidiary Company as follows with interest @ 9% p.a. (Previous Year @ 9% p.a.) payable quarterly :-

F.Y. 2025-26 - '' 1,000 Lakhs payable at the year end.

F.Y. 2026-27 - '' 1,000 Lakhs payable at the year end.

(iv) Previous Year '' 1,500 Lakhs payable to body corporate (related party) in Feb, 2024 with interest @ 9.00% p.a. (Previous Year 9.00% p.a.) payable at maturity.

G. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of '' 10 per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual

General Meeting, except in case of interim dividend.

H. Term/rights attached to preference shares:

I. Culumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and

- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However, it shall not confer the right to any further participation in the profits or assets of the Company.

- Voting right will be as per the Companies Act, 2013

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK

Enviro-Tech Limited) will be redeemed in 3 installment of '' 20 crore, '' 20 crore and '' 25 crore at the end of 8th year,

9^th year and 10th year along with premium of '' 32.50 , '' 38.00 and '' 43.50 per share respectively.

NOTES for shareholding position as on 31/03/2024:

(i) *9,25,871 equity shares held by Bharat Hari Singhania includes 6,53,810 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises and 584 (0.00%) equity shares as Partner of M/s. Juggilal Kamlapat Lakshmipat.

(ii) **16,27,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.

(iii) #14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General reserve

Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies Act, 2013.

(iii) Capital redemption reserve

Represents the statutory reserve created at the time of redemption of Preference Share Capital, which can be applied for issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserve are free reserves which can be utilised for any purpose as may be required.

(vi) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associates) in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity.

(vii) Security premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provision required and disclosed as contingent liabiities where applicable, in it''s financial statement. The Company does not expect the outcome of these procedings to have a materially adverse effect on its financial position.

28 Segment Information

The Company is essentially a Holding and Investment Company focusing on earning income through dividends, interest and Sale of investment held. Hence, the Company''s business activity falls within a single business segment i.e. investments.

29 (a) JK Tyre & Industries Ltd., subsidiary of the Company ceased to be a subsidiary of the Company w.e.f. 23^rd December, 2023 and became an ''Associate'' consequent to allotment of equity shares to eligible qualified institutional buyer under QIP.

(b) The Scheme of Arrangement (''the Scheme'') amongst Umang Dairies Limited (''UDL''), a Subsidiary Company, Panchmahal Properties Limited (''PPL''), a Wholly-owned Subsidiary Company and Bengal & Assam Company Limited for (a) Demerger of dairy business of UDL with and into PPL and (b) Amalgamation of residual business of UDL into and with the Company, w.e.f. 1^st April, 2023 (Appointed Date) has been filed with National company Law Tribunal (NCLT) Kolkata and Allahabad Bench, after receipt of No Objection from the Stock Exchanges. Hon''ble NCLT, Allahabad Bench, has ordered Meetings of Equity Shareholders and Unsecured Creditors of UDL through Video Conferencing on 3rd August, 2024 and dispensed with the Meetings of the Secured Creditors of UDL and Equity Shareholders and Creditors of PPL. Pending approval, no impact of the Scheme has been given in the results.

34 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction 2016 are enclosed at Annexure 1.

35 The disclosures required under Ind AS 19 “Employee Benefits” notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :

(A) Defined Contribution plan

The Company makes contributions towards provident fund and superannuation fund to a defined contribution benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of specified employment benefit expenses to the benefit plans.

(B) Defined Benefit Plan :

Each employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of ? 20 Lakhs at the time of separation from the Company. The most recent actuarial valuation for gratuity was carried out as at March 31, 2021. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.

The above sensitivity analysis is based on change in an assumption while holding all other assumption constant in practice, this is unlikely to occur, and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumption the same method [projected unit credit method] has been applied as when calculating the defined benefit obligation recognized within the balance sheet.

The following methods and assumptions were used to estimate the fair values

a Fair value of cash and bank, loans and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

b Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using rates currently available for debt on similar terms and remaining maturities. c Fair value of investments in associates and subsidiaries are measured at cost hence not disclosed in above table.

36 (B) Fair Value hierarchy

All financial assets and liabilities for which fair value is measured in the financial statements are categorised within the fair valuehierarchy, described as follows Level 1 - Quoted prices in active markets

Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly Level 3 - Inputs that are not based on observable market data.

The following table presents the fair value measurement hierarchy of financial assets and liabilities, which have been measured subsequent to initial recognition at fair value as at 31^st March, 2024 and 31^st March, 2023

During the year ended 31^st March, 2024 and 31^st March, 2023, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements.

Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference

shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.

37 Financial risk management objectives and Policies

The Company''s activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Company''s overall risk management policy seeks to minimize potential adverse effects on Company''s financial performance.

(i) Market risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest rate risk and foreign currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrowing. The company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign group company. Therefore, Company''s exposure to foreign currency risk is limited.

(ii) Credit risk: The Company being an Investment Company, credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost, financial assets measured at fair value through profit or loss and from financial assets such as loans and other receivables and other balances with banks.

The major investments of the Company is in the group companies which includes investment in subsidiaries companies and in associates. The Company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost

(iii) Liquidity Risk: Liquidity risk is the risk, where the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The table below summarizes the maturity profile of Company''s financial liabilities based on contractual undiscounted payments :-

(iv) Price risk

The Company''s exposure to equity securities risk arises from investments held by the Company and classified in the Balance Sheet as fair value through OCI / valued at cost. The Company''s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the Company diversifies its portfolio.

38 Capital risk management

The Company operates as an Investment Company and consequently registered as a Non-Banking Financial Institution -Core investment Company-Non deposit taking- systemically important (NBFC-CIC-ND-SI) with The Reserve Bank of India (RBI). The Company''s policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Company''s capital management is to maintain an optimal structure so as to maximize the shareholder''s value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net Debt is calculated as borrowings less cash and cash equivalents.

a) Total amount representing any direct or indirect capital contribution made by one CIC in another CIC (including name of CIC) - Hari Shankar Singhania Holdings Pvt. Ltd. amounting '' 2,455.52 Lakhs (Previous Year '' 2,915.99 Lakhs).

b) Number of CICs with their names wherein the direct or indirect capital contribution exceeds 10% of owned Funds -Hari Shankar Singhania Holdings Pvt. Ltd.

c) Number of CICs with their names wherein the direct or indirect capital contribution is less than 10% of Owned Funds - NIL

a) Registration / licence / authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL

c) if the auditor has expressed any modified opinion(s) or other reservatiion(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on - NA

i) How the modified opinion(s) or other reservations(s) has been resolved; or - NA

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter - NA

42 Disclosure of details as required by RBI/2019-20/88/DOR.NBFC (PD) CC. NO. 102/03.10.001/2019-20 dated November 4, 2019 regarding Liquidity risk management framework for non-banking financial Companies and Core Investment Companies as on 31^st March, 2024.

(vi) The Company''s Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Management Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits. The risk management policies and systems are reviewed regularly to reflect change in market conditions and the company''s activities.

44 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide Notification dated March 24, 2021;

a. Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b. Wilful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c. Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

d. Compliance with number of layers of companies:

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

e. Utilisation of Borrowed funds and share premium:

During the financial year ended 31st March, 2024, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f. Undisclosed Income:

The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Also, there are nil previously unrecorded income and related assets.

g Details of Crypto Currency or Virtual Currency:

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

45 Disclosure as required under annexure VII of Master direction - Reserve Bank of India (Non - Banking Financial Company -Scale Based Regulation) Direction, 2023

45.1 Exposure to real estate sector - NIL

45.2 Exposure to Capital Market

45.3 Sectoral exposure - NIL

45.4 Intra-group exposures -NIL

45.5 Unhedged foreign currrency exposure - NIL

45.6 Related Party Disclosure refer Note no. 32

45.7 Disclosure of Complaints - NIL

46 Previous year figures have been reclassified/ regrouped wherever necessary.

---

Mar 31, 2023

A Unsecured loans

(i) ? 600.75 Lakhs (Previous Year ? 867.26 Lakhs) net off of ? 65.92 Lakhs ( Previous Year ? 132.74 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 2 yearly instalments of ? 333.33 Lakhs each.

(ii) Previous Year ? 700 Lakhs payable to a body corporate in F.Y. 2024-25 with interest @ 9.25% p.a. payable quarterly.

(iii) R 800 Lakhs (Previous Year R 800 Lakhs) payable to a body corporate (related party) in Aug 23 with interest @ 9.00% p.a. (Previous Year 9.00% p.a.) payable quarterly.

(iv) R 6,500 (Previous Year R 11,500 Lakhs) payable to a Subsidiary Company as follows with interest @ 9% p.a. (Previous Year @ 7% p.a.) payable quarterly :-

F.Y. 2024-25 - R 2,500 Lakhs payable at the year end.

F.Y. 2025-26 - R 3,000 Lakhs payable at the year end.

F.Y. 2026-27 - R 1,000 Lakhs payable at the year end.

(v) R 1,500 Lakhs (Previous Year R 4,000 Lakhs) payable to body corporate (related party) in Feb, 2024 with interest @ 9.00% p.a. ( Previous Year 9.00% p.a.) payable at maturity.

G. Rights and preferences attached to Equity Shares:

a. The Company has only one class of Equity Shares having a par value of R 10 per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

H. Term/Rights attached to Preference Shares:

I. Cumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and

- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However, it shall not confer the right to any further participation in the profits or assets of the Company.

- Voting right will be as per the Companies Act, 2013.

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK Enviro-Tech Limited) will be redeemed in 3 installment of R 2,000 Lakhs, R 2,000 Lakhs and R 2,500 Lakhs at the end of 8th year, 9th year and 10th year along with premium of R 32.50 , R 38.00 and R 43.50 per share respectively.

(i) * 9,21,371 equity shares held by Bharat Hari Singhania includes 6,53,810 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises and 584 (0.00%) equity shares as Partner of M/s. Juggilal Kamlapat Lakshmipat.

(ii) ** 16,16,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.

(iii) # 14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.

Notes: Nature and Purpose of Reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General Reserve

Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General reserve is free reserve available for distribution as recommended by Board in accordance with the requirements of the Companies Act, 2013.

(iii) Capital Redemption Reserve

Represents the statutory reserve created for redemption of Preference Share Capital, in accordance with the terms of the issue. The same can be applied for issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained Earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserve are free reserves which can be utilised for any purpose as may be required.

(vi) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associate) in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity.

(vii) Security premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

27	Contingent Liabilities & Commitments As certified by the management)
	Particulars	As at	As at
		31st March, 2023	31st March, 2022
	Contingent Liabilities: Claim against the Company not acknowledged as debts Income Tax in respect of matter in appeals	9.43	9.43

# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has reviewed all its pending litigations and proceeding and has adequately provided for where provision required and disclosed as contingent liabiities where applicable, in it’s financial statement. The Company does not expect the outcome of these procedings to have a meterially adverse effect on its financial position.

28 Segment Information

Segment information as required under Ind As 108 “Operating Segment”, has been provided in consolidated financial statements of the company and therefore, no separate disclosure on segment information is given in these standalone financial statement.

29 In the opinion of the Management, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

31(A) Dividend proposed to be distributed for Equity shares of R 25.00 (Previous year R 15.00) per share amounting R 2824.08 Lakhs (Previous year R 1694.45 lakhs ).

(B) Dividend payable to preference shareholders (subordinated liablities) as on 31st March, 2023 is R NIL (Previous year NIL) .

34 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction, 2016 are enclosed as per Annexure 1.

35 The disclosures required under Ind AS 19 “Employee Benefits” notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :

(B) Defined Benefit Plan :

Each employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of R 20 Lakhs at the time of separation from the Company.

The most recent actuarial valuation for gratuity was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.

During the year ended 31^st March, 2023 and 31^st March, 2022, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under level 3.

Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.

37 Financial risk management objectives and Policies

The Company’s activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Company’s overall risk management policy seeks to minimize potential adverse effects on Company’s financial performance.

(i) Market Risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest rate risk and foreign currency risk The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrowing. The Company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign group Company. Therefore Company’s exposure to foreign currency risk is limited.

(ii) Credit Risk: The Company being an investment company, credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost and financial assets measured at fair value through profit or loss.

Credit risk arises primarily from financial assets such as loans and other receivables and other balances with banks.

The major investments of the Company is in the group companies which includes investment in subsidiaries companies and associates. The company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost.

(iii) Liquidity Risk: Liquidity risk is the risk, where the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The table below summarizes the maturity profile of Company’s financial liabilities based on contractual undiscounted payments

(iv) Price Risk: The Company’s exposure to equity securities risk arises from investments held by the Company and classified in the Balance Sheet as fair value through OCI / valued at cost. The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the company diversifies its portfolio.

38 Capital Risk Management

The Company operates as an Investment Company and consequently is registered as a Non-Banking Financial Institution - Core investment Company -Non deposit taking- systemically important (NBFC-CIC-ND-SI) with Reserve Bank of India (RBI). The Company’s policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Company’s capital management is to maintain an optimal structure so as to maximize the shareholder’s value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.

41.10 Miscellaneous disclosures

a) Registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL

c) if the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on - N.A.

i) How the modified opinion(s) or other reservations(s) has been resolved - N.A. or

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter. - N.A.

(vi) The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Management Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits. The risk management policies and systems are reviewed regularly to reflect change in market conditions and the Company’s activities.

44 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide

Notification dated March 24, 2021;

a Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b Willful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

Compliance with number of layers of companies:

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

Utilisation of Borrowed funds and share premium:

During the financial year ended 31st March 2023, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f Undisclosed Income:

The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Also, there are nil previously unrecorded income and related assets.

g Details of Crypto Currency or Virtual Currency:

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

45 Previous year figures have been reclassified/regrouped wherever necessary.

---

Mar 31, 2022

Estimation of fair value

The best evidence of fair value is current prices in an active market for similar properties. Investment properties leased out by the Company are cancellable leases. The market rate for sale/purchase of such premises are representative of fair values. Company’s investment properties are at a location where active market is available for similar kind of properties. Hence in earlier year, fair value is ascertained on the basis of market rates prevailing for similar properties in those location determined by an independent registered valuer. Management estimates that there is no major change in fair valuation as on March 31,2022 and March 31,2021.

A Unsecured loans

(i) R 867.26 Lakhs (Previous Year R 1,113.47 Lakhs) net off of R 132.74 Lakhs ( Previous Year R 219.87 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 3 yearly instalments of R 333.33 Lakhs each.

(ii) R 700 Lakhs (Previous Year R 700 Lakhs ) payable to a body corporate in F.Y. 2024-25 with interest @ 9.25% p.a. (Previous Year 9.25% p.a.) payable quarterly.

(iii) R 800 Lakhs (Previous Year R 800 Lakhs) payable to a body corporate in Aug 22 with interest @ 9.00% p.a. (Previous Year 9.75% p.a.) payable quarterly.

(iv) R 11,500 (Previous Year R 15,000 Lakhs) payable to a Subsidiary Company as follows with interest @ 7% p.a. (Previous Year @ 7% p.a.) payable quarterly :-

F.Y. 2023-24 - R 2,500 Lakhs payable at the year end.

F.Y. 2024-25 - R 5,000 Lakhs payable at the year end.

F.Y. 2025-26 - R 3,000 Lakhs payable at the year end.

F.Y. 2026-27 - R 1,000 Lakhs payable at the year end.

(v) Previous Year R 2,650 Lakhs payable to a subsidiary company in Aug,21 with interest @ 9.75% p.a. payable quarterly.

(vi) R 4,000 Lakhs (Previous Year R 6,000 Lakhs) payable to body corporate (related party) in Feb, 2023 with interest @ 9.00% p.a. ( Previous Year 9.00% p.a.) payable at maturity.

(vii) Previous Year R 3,000 Lakhs payable to a body corporate (related party) in Aug, 21 with interest @ 9.75% p.a. payable quarterly.

(viii) R 1,000 Lakhs (Previous Year R 4,000 Lakhs) payable to a body corporate (related party) in Aug, 22 with interest @ 9.00% p.a. (Previous Year 9.75% p.a.) payable quarterly.

Deferred tax assets have not been recognised in respect of long term capital loss of ? NIL (Previous year ^13,119.59 Lakhs). In view of uncertainty in the present market value of shares and securities due to volatile market conditions, there is no convincing evidence that sufficient taxable capital gain will be available in future against which such deferred tax assets can be realised in the normal course of business.

G. Rights and preferences attached to Equity Shares:

a. The Company has only one class of Equity Shares having a par value of R 10 per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

H. Term/Rights attached to Preference Shares:

I. Cumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and

- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However, it shall not confer the right to any further participation in the profits or assets of the Company.

- Voting right will be as per the Companies Act, 2013.

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK Enviro-Tech Limited) will be redeemed in 3 installment of R 20 crore, R 20 crore and R 25 crore at the end of 8th year, 9th year and 10th year along with premium of R 32.50, R 38.00 and R 43.50 per share respectively.

NOTES for shareholding position as on 31/03/2022:

(i) * 9,21,371 equity shares held by Bharat Hari Singhania includes 6,53,810 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises and 584 (0.00%) equity shares as Partner of M/s. Juggilal Kamlapat Lakshmipat.

(ii) ** 16,16,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.

(iii) # 14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.

Notes: Nature and Purpose of Reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General Reserve

Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies Act, 2013.

(iii) Capital Redemption Reserve

Represents the statutory reserve created for redemption of Preference Share Capital, in accordance with the terms of the issue. The same can be applied for issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained Earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserve are free reserves which can be utilised for any purpose as may be required.

(vi) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associate) in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity.

(vii) Security premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

28	Contingent Liabilities & Commitments (As certified by the management)
	Particulars	As at 31st March, 2022	As at 31st March, 2021
	Contingent Liabilities: Claim against the Company not acknowledged as debts Income Tax in respect of matter in appeals	9.43	82.82

# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has reviewed all its pending litigations and proceeding and has adequately provided for where provision required and disclosed as contingent liabiities where applicable, in it’s financial statement. The Company does not expect the outcome of these procedings to have a meterialy adverse effect on its financial position.

29 Segment Information

Segment information as required under Ind As 108 “Operating Segment”, has been provided in consolidated financial statements of the company and therefore, no separate disclosure on segment information is given in these standalone financial statement.

30 In the opinion of the Management, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

32 (A) Dividend proposed to be distributed for Equity shares of R 15 per share (Previous year R 7.50 per share) amounting R 1694.45 Lakhs (Previous year R 847.22 lakhs ).

(B) Dividend payable to preference shareholders (subordinated liablities) as on 31st March, 2022 is R NIL Lakhs (Previous year R 195.00 Lakhs ).

35 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction 2016 are enclosed as per Annexure 1.

36 The disclosures required under Ind AS 19 “Employee Benefits” notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :

(B) Defined Benefit Plan :

“Each employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of ? 20 Lakhs at the time of separation from the Company.

The most recent actuarial valuation for gratuity was carried out as at March 31,2021. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.”

The following methods and assumptions were used to estimate the fair values

a Fair value of cash and bank, loans and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

b Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using rates currently available for debt on similar terms and remaining maturities.

c Fair value of investments in associates and subsidiaries are measured at cost hence not disclosed in above table.

(B) Fair Value hierarchy

All financial assets and liabilities for which fair value is measured in the financial statements are categorised

within the fair value hierarchy, described as follows.

Level 1 - Quoted prices in active markets.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3 - Inputs that are not based on observable market data.

During the year ended 31^st March, 2022 and 31^st March, 2021, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under level 3.

Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.

38 Financial risk management objectives and Policies

The Company’s activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Company’s overall risk management policy seeks to minimize potential adverse effects on Company’s financial performance.

(i) Market Risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest rate risk and foreign currency risk The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrowing. The Company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.

Interest Rate Sensitivity: The following table demonstrates the sensitivity to a reasonable possible change in interest rate on financial assets affected. With all other variable held constant, the Company’s profit before tax is affected through the impact on finance cost with respect to our borrowing, as follows:

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign group company. Therefore Company’s exposure to foreign currency risk is limited.

(ii) Credit Risk: The Company being an investment company, credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost and financial assets measured at fair value through profit or loss.

Credit risk arises primarily from financial assets such as loans and other receivables and other balances with banks.

The major investments of the Company is in the group companies which includes investment in subsidiary companies and associates. The company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost.

(iv) Price Risk: The Company’s exposure to equity securities risk arises from investments held by the Company and classified in the Balance Sheet as fair value through OCI / valued at cost. The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the company diversifies its portfolio.

39 Capital Risk Management

The Company operates as an Investment Company and consequently is registered as a Non-Banking Financial Institution - Non Deposit taking - Systemically Important Core Investment Company - (NBFC-CIC-ND-SI) with Reserve Bank of India. The Company’s policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Company’s capital management is to maintain an optimal structure so as to maximize the shareholder’s value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net Debt is calculated as borrowings less cash and cash equivalents.

41 The Company being a Core Investment Company is mainly dependent on the investee companies’ operations which were impacted due to COVID-19 pandemic. With the opening of the economy and markets, the operations of these companies have generally improved. The Company has sufficient liquidity to meet its obligations and is continuously monitoring any material change in economic conditions.

a) Total amount representing any direct or indirect capital contribution made by one CIC in another CIC (including name of CIC)

- Hari Shankar Singhania Holdings Pvt. Ltd. amounting to R 2,713.33 Lakhs (previous year) R 8,663.68 Lakhs

b) Number of CICs with their names wherein the direct or indirect capital contribution exceeds 10% of owned Funds -

- Hari Shankar Singhania Holdings Pvt. Ltd.

c) Number of CICs with their names wherein the direct or indirect capital contribution is less than 10% of Owned Funds - NIL

a) Registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL

c) if the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on - N.A.

i) How the modified opinion(s) or other reservations(s) has been resolved - N.A. or

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter. - N.A.

44 Disclosure of details as required by RBI/2019-20/88/DOR.NBFC (PD) CC. NO. 102/03.10.001/2019-20 Dated November 04, 2019 regarding Liquidity risk manegement framework for non-banking financial Companies and Core Investment Companies

(vi) The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Supervisory Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits.The risk management policies and systems are reviewed regularly to reflect change in market conditions and the Company’s activities.

46 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide

Notification dated March 24, 2021;

a Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b Willful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

d Compliance with number of layers of companies:

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

e Utilisation of Borrowed funds and share premium:

During the financial year ended 31st March 2022, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f Undisclosed Income:

The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Also, there are nil previously unrecorded income and related assets.

g Details of Crypto Currency or Virtual Currency:

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

47 Previous year figures have been reclassified/regrouped wherever necessary.

---

Mar 31, 2018

1. Contingent Liabilities:-

Capital commitment (Net of advances of '' 33.27 Lacs) - '' 116.31 Lacs (Previous Year - '' Nil) and other commitment - '' Nil (Previous Year - '' Nil)

2. Provision for Income Tax has been made considering certain allowances /adjustments available and as assessed by the management.

3. a) In the opinion of the Management, Current Assets, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

4. Dividend proposed to be distributed for Equity Shareholders @ Rs,10/- per share amounting to Rs, 868.36 Lacs (including Divided Distribution Tax of Rs, NIL). Previous year Rs, 10/- per share amounting to Rs, 868.36 Lacs (including Divided Distribution Tax of Rs, NIL).

5 Related Party Disclosures:-(a) Related Parties:-Subsidiaries:

J.K. Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LvP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

(b) Associates:-

J.K. Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

(c) Others:-

Entities where Directors are interested:-Nav Bharat Vanijya Ltd.

Pushpawati Singhania Hospital & Research Institute

Key Management Personnel:-

Shri U.K. Gupta, Manager & Chief Financial Officer Shri Dillip Kumar Swain, Company Secretary

(d) Transactions with related parties:-

6. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs, Nil. (Previous Year - Rs, Nil).

7. The balances of certain Long Term & Current Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

8. Employee Benefits: Employees Defined Benefits - As per Actuarial Valuation on March 31, 2018:-

(*) Included under the head Employee Benefit Expenses - (Refer Note. No.17)

(i) Amount recognized as an expense include Rs,13.06 Lacs towards Provident and other Funds. (Previous year -Rs,11.44 Lacs) under the head Employee Benefit Expenses - (Refer Note No. 17).

(ii) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

9. During the year, the Registered Office of the Company has been shifted from NCT of Delhi to the State of West Bengal.

10. The Board of Directors of the Company in their meeting held on 12^th June, 2017 have approved a Scheme of Arrangement (‘Scheme’) between Florence Investech Ltd. (Florence), BMF Investments Ltd. (BMF), JK Fenner (India) Ltd. (FIL) and Bengal & Assam Company Ltd. (BACL) and their respective shareholders for (a) amalgamation of Florence and BMF with the BACL w.e.f. 01.04.2017 and (b) exchange of share of FIL for shares of BACL at the option of shareholders of FIL. The Scheme has since been filed with National Company Law Tribunal, Kolkata & Chennai. Pending approval of the Scheme, no impact has been considered in these Financial Statements.

11. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees’ assets and expected future cash flows from such investments.

12. Remittances in foreign currency on account of Dividend for the year 2017-18. (Previous Year - 2016-17):-

13. The information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Directions 2016 are enclosed as per Annexure-1.

14. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

---

Mar 31, 2017

1. Rights and preferences attached to Equity Shares :

2. The Company has only one class of Equity Shares having a par value of Rs.10/- per share. Each shareholder is entitled to one vote per share.

3. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

SECURED LOANS

5- Term Loan of Rs. 3000 Lacs (Previous Year Rs. 4000 Lacs) from Indian Overseas Bank is repayable in 6 half yearly installments of Rs. 500 Lacs (Previous Year Rs. 500.00 Lacs) each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge by way of equitable mortgage on Company’s immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai - 400006.

6- Term Loan of Rs. 2968.39 Lacs (Previous Year Rs. 3392.51 Lacs) from HDFC Limited is repayable in 58 monthly installments of Rs. 67.23 lacs including interest. The loan is secured by way of 4551 Nos. Equity Shares held by the Company in Divyashree Company Pvt. Limited.

7- Term Loan of Rs. 1500 Lacs (Previous Year Rs. 2000 Lacs) from Corporation Bank is repayable in 6 half yearly installments of Rs. 250 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company’s immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road,Kolkata.

8- Term Loan of Rs. 1050 Lacs (Previous Year Rs. 1350 Lacs) from Corporation Bank is repayable in 7 half yearly installments of Rs. 150 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company’s immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road,Kolkata

9- Term Loan of Rs. 4000 Lacs (Previous Year Rs. 5000 Lacs) from Corporation Bank is repayable in 8 half yearly installments of Rs. 500 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company’s immovable property at 85,95, Sunflower, Cuffe Parade, Mumbai & charge on property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road,Kolkata

UNSECURED LOANS

10. Term Loan of Rs. 3500 Lacs from Federal Bank is repayable in 2 installments of Rs. 700 Lacs & Rs. 2800 Lacs each in 2017-18 & 2018-19 respectively with interest payable on monthly rests .

11. Rs.2666.67 Lacs payable (Interest free) to a body corporate (related party) in 8 Yearly installments of Rs. 333.33 Lacs each.

12. Rs. 700 Lacs payable to a body corporate on 08.01.2020 with interest payable quarterly .

13. Contingent Liabilities not provided for - Rs. Nil (Previous Year - Rs. Nil)

14. Provision for Income Tax has been made considering certain allowances / adjustments available and as assessed by the management.

15. In the opinion of the Management, Current Assets, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

16. Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

17. Dividend proposed to be distributed for Equity Shareholders @ Rs. 10/- per share amounting to Rs. 868.36 lacs (including Divided Corporate Tax of Rs. NIL).

18. Related Party Disclosures:-

19. Related Parties:-Subsidiaries:

J.K. Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LvP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

20. Associates:-

JK Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

21. Others:-

Entities where Directors are interested:-Nav Bharat Vanijya Ltd.

Pushpawati Singhania Research Institute

Key Management Personnel:-

Shri U.K. Gupta, Manager & Chief Financial Officer Shri Dillip Kumar Swain, Company Secretary

22. Remuneration paid to Manager & Chief Financial Officer - Rs. 79.99 Lacs. (Previous Year - Rs. 66.32 Lacs) and Company Secretary - Rs. 41.80 Lacs. (Previous Year - Rs. 35.58 Lacs)

23. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs. Nil. (Previous Year - Rs. Nil).

24. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

25. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees’ assets and expected future cash flows from such investments.

26. The information as required in terms of para 13 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding ) Companies Prudential Norms (Reserve Bank) Directions 2016 are enclosed as per Annexure-1.

27. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

---

Mar 31, 2016

1. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of Rs.10/- per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the Shareholders.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

NOTES:- SECURED LOANS

- Term Loan of Rs, 4000 Lacs (Previous Year Rs, 5000 Lacs) from Indian Overseas Bank is repayable in 8 half yearly installments of Rs, 500 Lacs (Previous Year Rs, 500.00 Lacs) each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge by way of equitable mortgage on Company''s immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai - 400006.

- Term Loan Rs, 3392.51 Lacs (Previous Year Rs, 3747.46 Lacs) from HDFC Limited is repayable in 72 monthly installments of Rs, 67.23 Lacs including interest. The loan is secured by way of 4551 Nos. Equity Shares held by the Company in Divyashree Company Pvt. Ltd.

- Term Loan Rs, 2000 Lacs (Previous Year Rs, 2500 Lacs) from Corporation Bank is repayable in 8 half yearly installments of Rs, 250 Lacs each w.e.f. May,2016 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company''s immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road, Kolkata.

- Term Loan Rs, 1350 Lacs from Corporation Bank is repayable in 9 half yearly installments of Rs, 150 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company''s immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road, Kolkata.

- Term Loan Rs, 5000 Lacs from Corporation Bank is repayable in 10 half yearly installments of Rs, 500 Lacs each w.e.f. Sep,2016 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company''s immovable property at 85, 95, Sunfower, Cuffe Parade, Mumbai & charge on property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road, Kolkata.

UNSECURED LOANS

a) Rs, 3000 Lacs payable to a body corporate (related party) in 9 Yearly installments of Rs, 333.33 Lacs each.

b) Rs, 700 Lacs payable to a body corporate on 08.01.2020 with interest payable quarterly .

In view of uncertainty in the present market value of shares and securities due to volatile market conditions, management does not consider it prudent to create deferred tax asset on carried forward unabsorbed losses.

Note:- @ include certain assets yet to be registered in the name of the Company .

Notes:

1 4,551 Equity Shares Pledged with HDFC Ltd. for loan facility availed.

2 Pursuant to the Scheme of Arrangement & Demerger, the Company received 4,388 equity shares of Aditya Birla Fashion and Retail Limited in the ratio of 5:26

3 The Company received 480 bonus equity shares of Infosys in the ratio of 1:1

4 The Company received 16,665 equity shares of Rs.10/- each against 50,000 equity shares of Rs.10/- each held as per scheme of arrangement between JK Envirotech Ltd. with JK Paper Ltd. duly sanctioned by the Hon''ble High Court Gujarat Ahmadabad vide order dated 4th April, 2015.

5 Certain Investments are pending for transfer in the name of the Company.

@ includes Rs, 1200 Lacs(Previous Year Rs,1400 Lacs) to subsidiary companies & Rs, 750 Lacs (Previous Year Rs,250 Lacs) to a related party * includes Rs, 0.27 Lacs (Previous Year Rs, NIL) from a subsidiary company & Rs, 241.84 Lacs (Previous Year Rs,141.58 Lacs) from a related party

1. Contingent Liabilities not provided for – Rs, Nil (Previous Year - Rs, Nil)

2. Provision for Income Tax has been made considering certain allowances/adjustments available and as assessed by the management.

3. a) In the opinion of the Management, Current Assets, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

4. Related Party Disclosures:- (a) Related Parties:- Subsidiaries:

J.K. Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LVP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

(b) Associates:-

JK Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

(iv) Remuneration paid to Chief Financial Officer - Rs,66.32 Lacs. (Previous Year - Rs,58.12 Lacs) and Company Secretary - Rs,35.58 Lacs. (Previous Year - Rs,29.44 Lacs)

6. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs,Nil. (Previous Year - Rs, Nil).

7. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

8. Employee Benefit s: Employees Defend Benefit s - As per Actuarial Valuation on March 31, 2016:-

(*) Included under the head Employee Benefit Expenses – (Refer Note. No.17)

(i) Amount recognized as an expense include Rs,9.74 Lacs towards Provident and other Funds. (Previous year - Rs,8.46 Lacs) under the head Employee Benefit Expenses - (Refer Note No. 17). (ii) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

9. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees'' assets and expected future cash fows from such investments.

10. Remittances in foreign currency on account of Dividend for the year 2015-16. (Previous Year : 2014-15):-

11. The information as required in terms of para 13 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2015 are enclosed as per Annexure -1.

12. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

Notes :

* As per Accounting Standard under Companies (Accounting Standards) Rules, 2006.

** For the purpose of Market/Break-up Value, Quoted Share/Units have been valued at Market Price/NAV as at 31.03.16 while, the Unquoted shares (other than subsidiaries) have been valued as per Breakup Value calculated as per audited Balance Sheet as on 31.03.15 or cost of acquisition (in case fresh acquired during the year).

# The definition of group companies has been taken in terms of CIC guidelines issued by RBI.

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Mar 31, 2015

A. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

NOTES:- SECURED LOANS

Term Loan of Rs. 5000 Lacs (Previous Year Rs. 6000 Lacs) from Indian Overseas Bank is repayable in 10 half yearly instalments of Rs. 500 Lacs (Previous Year Rs. 500.00 Lacs) each w.e.f. June, 2015 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company's immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai-400006. Term Loan Rs. 3747.46 Lacs from HDFC Limited is repayable in 85 monthly instalments of Rs. 67.23 including interest.The loan is secured by way of pledge of 4551 Nos. Equity Shares held by the Company in Divyashree Company Pvt. Ltd.

Term Loan Rs. 2500 Lacs from Corporation Bank is repayable in 10 half yearly instalments of Rs. 250 Lacs each w.e.f. May, 2015 with interest payable on monthly rests.The loan is secured by way of first & exclusive charge of equitable mortgage on Company's immovable property at M-20, South Extn., Part-II, New Delhi UNSECURED LOANS

a) Rs. 3333.34 Lacs payable to a body corporate(related party) in 10 Yearly instalments of Rs. 333.33 Lacs each.

b) Deferred payment to SASF Rs. 100 Lacs is payable on 30.09.2015.

c) Rs. 700 Lacs payable to a body corporate on 08.01.2020 with interest payable quarterly .

Notes:

1 4,551 Equity Shares Pledged with HDFC Ltd. for loan facility availed.

2 Due to Sub-division of shares, the Company received 137,200 No. of Equity shares of Rs. 2/- each in lieu of 27,440 Equity shares of Rs. 10/- each.

3 The Company received 240 bonus equity shares of Infosys in the ratio of 1:1.

4 The Company received 2,425,600 Equity shares of Rs. 10/- each on conversion of share warrants into Equity shares & further 11,014,850 shares were sub-divided into 55,074,250 Equity shares of Rs. 2/- each.

5 Pursuant to Scheme of Amalgamation of Wyeth Limited with Pfizer Limited, Company has received 39 Equity Shares of Pfizer Limited against 55 Equity shares of Wyeth Limited.

6 Pursuant to Scheme of Arangement of Ranbaxy Laboratories Ltd. With Sun Pharmaceutical Industries Ltd. Company has received 2,692 Equity Shares of Sun Pharmaceutical Limited against 3,366 Equity shares of Ranbaxy Laboratories Limited.

7 Due to Sub-division of shares the Company received 23,360 No. of Equity shares of Rs. 1/- each in lieu of 2,336 Equity shares of Rs. 10/- each.

8 a) 1,500,000 Fully Convertible Debentures - Series-I are converted into 1,176,471 equity shares of Rs. 10/- each.

b) Fully Convertible Debentures Series-II ('FCDs') are convertible into fully paid equity shares of Rs. 10/- each on or before 31.07.2015.

9 The Company received 1,785 bonus 8.49% non-cumulative, non-convertible, redeemable Debentures of NTPC Ltd. in the ratio of 1:1.

10 Certain Investments are pending for transfer in the name of the Company.

11 Contingent Liabilities not provided for: -

Disputed Income Tax matters (estimated) under Appeal of Rs. Nil. (Previous Year - Rs. 88.76 Lacs).

12 Provision for Income Tax has been made considering certain allowances / adjustments available and as assessed by the management

13 a) In the opinion of the Management, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Clause 32 of the Listing Agreement:-

14 Related Party Disclosures:

(a) Related Parties:- Subsidiaries:

J.K. Fenner (India) Ltd. - (Formerly Fenner (India) Ltd. Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LVP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

(b) Associates:-@

JK Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

Others:- @

Entities where Directors are interested:- Nav Bharat Vanijya Ltd.

Pushpawati Singhania Research Institute Key Management Personnel:-@

Shri U.K. Gupta, Manager & Chief Financial Officer Shri Dillip Swain, Company Secretary

15. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs. Nil. (Previous Year - Rs. Nil).

16. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

17. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees' assets and expected future cash flows from such investments.

18. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are enclosed as per Annexure-1.

19. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

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Mar 31, 2014

1. Contingent Liabilities not provided for:

Disputed Income Tax matters (estimated) under Appeal of Rs.88.76 Lacs (Previous Year – Rs.88.76 Lacs).

2. a) Provision for Income Tax has been made considering certain allowances / adjustments available and as assessed by the management.

b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under Section 115JB of the Income Tax Act, 1961.

3. a) In the opinion of the Management, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

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Mar 31, 2013

1 (A) Contingent Liabilities not provided for:

Disputed Income Tax matters (estimated) under Appeal of Rs. 88.76 Lacs (Previous Year - Rs. 112.73 Lacs).

(B) Other Commitments:

Undertaking for Non-Disposal of equity shares of JK Sugar Ltd. given to Bank of India against the term loan availed by JK Sugar Ltd.

2 a) Provision for Income Tax has been made considering certain allowances/ adjustments available and as assessed by the management.

b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under section 115JB of the Income Tax Act, 1961.

3. a) In the opinion of the management, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Clause 32 of the Listing Agreement:

4. Related Party Disclosure:

(a) Related Parties:- Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LVP Foods Pvt. Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of Fenner (India) Ltd.

Key Management Personnel:

Shri U.K. Gupta, (Manager)

5 The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company are as under:-

(i) Principal & Interest amount due and remaining unpaid as at 31.03.2013 : Rs.NIL (Previous Year : Nil), (ii) Payment made beyond the appointed day during the year : Rs.Nil (Previous year : Nil) and (iii) Interest Accrued and unpaid as at 31.03.2013 : Rs.Nil (Previous year : Nil).

6 The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

7 Employee Benefits : Employees Defined Benefits - As per Actuarial Valuation on March 31, 2013:-

8 No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees'' assets and expected future cash flows from such investments.

9 The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are enclosed as per Annexure-1.

10 Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

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Mar 31, 2012

SECURED LOANS

1a. Term Loan of Rs 390 Lacs from Kotak Mahindra Bank is repayable in 12 Qtly. instalments of Rs 32.50 Lacs each with interest payable at monthly rests. The Loan is secured by way of first charge on all existing and future current assets and movable fixed assets related to Company's immovable property situated at M-20 South Extension,New Delhi and further secured by equitable mortgage on the aforesaid property.

1b. Term Loan of Rs 5000 Lacs from Indian Overseas Bank is repayable in 12 half yearly instalments of Rs416.67 Lacs each w.e.f. June,2014 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge by way of equitable mortgage on Company's immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai - 400006 as collateral security.

1c. Term Loan of Rs5000 Lacs from HDFC Ltd. is repayable in one go in Aug'2014 with interest payable at monthly rests. The loan is secured by way of pledge of 4551 Nos. Equity Shares held by the Company in M/s Divyashree Company Pvt. Ltd. along with an undertaking for Non Dilution and Non Disposal of above shareholding and by extension of the first equitable mortgage on property located at B-16, West End, New Delhi together with construction thereof.

UNSECURED LOANS

1. Loan of Rs 500 Lacs payable to a body corporate on 15th August 2012.

2. Rs 4333.33 Lacs payable to a body corporate in 13 Yrly. instalments of Rs 333.33 Lacs each.

3. Deferred payment to SASF Rs595 Lacs is payable in yearly instalments of Rs295 Lacs, Rs100 Lacs, Rs100 Lacs and Rs100/- Lacs each in the year 2012-13, 2013- 14, 2014-15 & 2015-16 respectively.

Notes:

1 4551 Equity Shares Pledged with HDFC Bank Ltd. for a loan availed by the company.

2 The Company received 2000 bonus equity shares of Ashok Leyland Ltd. in the ratio of 1:1.

3 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

4 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

5 124 shares of Malanpur Steel Ltd received against 160 shares of Hindustan Development Corpn. Ltd.

6 Undertaking for Non Disposal of equity shares of JK Sugar Ltd given to Bank of India against the term loan availed by JK Sugar Ltd.

7 Sub-divided into 10 Equity Shares of Rs 1/- each as against 1 Equity Share of Rs10/- each.

8 Pursuant to the Scheme of Arrangement between Piramal Life Sciences Limited and Piramal Healthcare Limited the Company received 12 Equity shares of Rs2 each of Piramal Healthcare Limited in lieu of 50 Equity Shares of Rs10/- each held in Piramal Life Sciences Limited.

9 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

10 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

11 Includes 8,50,000 Equity Shares Pledged with Infrastructure Development Finance Company Limited (IDFC Ltd.) for a Loan availed by JK Envirotech Ltd.

12 Convertible into equity shares (as per the applicable SEBI Guidelines) of JK Agri Genetics Ltd. , pending order in appeal before the Division Bench of High Court of Calcutta in connection with the scheme of Arrangement & Demerger between JK Agri Genetics Ltd. and Florence Alumina Ltd.

13 In the earlier years the Company has made investments in the redeemable preference shares ( Long Term as per AS-13) which are now redeemable within 12 months from the reporting date and are now shown under the current portion of long term investment.

14 Certain Investments are pending for transfer in the name of Company.

20. The Company has been registered as a Core Investment Company (CIC-ND-SI) vide Certificate of Registration dated 17.11.2011 issued by Reserve Bank of India.

15. (A) Contingent Liabilities (to the extent not provided for):

i. Disputed Income Tax matters (estimated) under Appeal of Rs6.73 Lacs (Previous Year Rs11.84 Lacs). (Net of advance - Rs 106 Lacs, Previous year - Rs26.69 Lacs).

(B) Other Commitments

i. Guarantee given to a Bank in respect of Loan facility availed by other body corporate [ Outstanding as at 31.03.2012 Rs Nil ( Previous Year- Rs15.37 Lacs)] against counter indemnity.

ii. Undertaking for Non Disposal of equity shares of JK Sugar Ltd given to Bank of India against the term loan availed by JK Sugar Ltd.

16. a) Income Tax calculation has been made considering certain allowances / adjustments available as assessed by the management.

b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under section 115JB of the Income Tax Act, 1961.

17. a) In the opinion of the Board, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b) In the opinion of the management (read with note no. 29) there is no provision for bad and doubtful debts, loans & advances and diminution in the value of long term investments in their respective carrying values.

c) Loans and Advances pursuant to Clause 32 of the Listing Agreement:

18. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of and transactions with the related parties as defined in Accounting Standard are given below:-

a) List of related parties where control exists and related parties with whom transactions have taken place and relationships (As identified by the management):-

Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

LVP Foods Pvt.Ltd

Panchmahal Properties Ltd.

Dwarkesh Energy Ltd.(Ceased to be subsidiary w.e.f. 11.08.2011)

Divyashree Company Pvt. Ltd.(Formerly M.S. & Sons JV Projects Pvt. Ltd.) (w.e.f. 05.08.2011) *

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of Fenner (India) Ltd.

Key Management Personnel:

Shri U.K. Gupta, (Manager)

i. There are no transactions with and remuneration to Key Management Personnel during the current and previous year.

ii. Guarantee has been given by the Company to a Bank in respect of loan facility of Rs1,753 Lacs availed by a subsidiary company - LVP Foods Pvt. Limited. {Loan outstanding as at 31.03.12 - Rs 1,205.19 Lacs (Previous Year - Rs1,643.44 Lacs)}.

iii. First charge by way of equitable mortgage on the immovable property of the Company situated at B- 16 West End New Delhi has been created for the term loan availed by Fenner (India) Ltd. (Subsidiary Company) from HDFC Ltd.

26. The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company are as under:

(i) Principal & Interest amount due and remaining unpaid as at 31.03.2012: Nil (Previous year: Nil), (ii) Payment made beyond the appointed day during the year: Nil (Previous year: Nil) and (iii) Interest Accrued and unpaid as at 31.03.2012: Nil (Previous year: Nil).

19. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

20. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees' assets and expected future cash flows from such investments.

21. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are enclosed as per Annexure-1.

22. During the year ended 31st March 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. Thus previous year figures has been reclassified / recasted suitably. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements except for presentation and disclosures, wherever required.

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Mar 31, 2011

1. Core Investment Company (Reserve Bank) Directions (CIC Directions) has been notified by Reserve Bank of India (RBI) on 5th January, 2011. The Company being eligible and accordingly has applied for grant of Certificate of Registration under the said directions, which is pending.

2. Contingent Liabilities not provided for:-

(a) Disputed Income Tax matters (estimated) under Appeal of Rs. 11,83,891/- (Previous Year Rs. 32,58,199/-). (Net of advance – Rs. 26,68,597/-, Previous year – Rs. 2,05,000/-).

(b) In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally determined.

3. (a) Income Tax calculation has been made considering certain allowances / adjustments available as assessed by the management.

(b) Provision for taxation represents Minimum Alternate Tax computed under section 115JB of the Income Tax Act, 1961.

4. Guarantee has been given to a Bank in respect of loan facility availed by other Body Corporate [Outstanding as at 31.03.2011 Rs. 15,36,545/- (Previous Year - Rs. 1,81,13,890)] against counter indemnity.

5. (a) In the opinion of the Board, Current Assets, Loans and Advances have valued on realisation in the ordinary course of business at least equal to the amount at which these are stated.

(b) There is no provision for bad and doubtful debts, loans & advances and diminution in the value of long term investments in their respective carrying values.

6. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of and transactions with the related parties as defined in Accounting Standard are given below:- (a) List of related parties where control exists and related parties with whom transactions have taken place and relationships (As identified by the management):-

Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd.

Modern Cotton Yarn Spinners Ltd.

Acorn Engineering Ltd.

BMF Investments Ltd.

JK Suger Ltd. - (ceased to be subsidiary w.e.f. 12.07.2010)

LVP Foods Pvt.Ltd

Panchmahal Properties Ltd.

Dwarkesh Energy Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

Key Management Personnel:

Shri U.K. Gupta, (Manager)

(b) Transactions with related parties:-

(i) There are no transactions with and remuneration to Key Management Personnel during the current and previous year.

(ii) Guarantee has been given by the Company to a Bank in respect of loan facility of Rs. 17,53,00,000/- availed by a subsidiary company - LVP Foods Pvt. Limited. {Loan outstanding as at 31.03.11- Rs. 16,43,43,750/- (Previous Year – Rs. 17,53,00,000/-)}.

7. Based on the information available with the Company up to 31st March, 2011 in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006), there are no delays in payment of dues to such enterprises during the year and there are no such dues payable at the year end.

8. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

11. Employee Benefits: Employee Defined Benefits – As per Actuarial Valuation March 31, 2011:-

(i) Amount recognized as an expense include Rs. 1,88,057/- towards Provident and other Funds (Previous year– Rs. 95,985/-) in the Employees Cost Schedule –11.

(ii) Gratuity and Leave encashment liability had not been actuarially calculated up to the previous year due to limited number of employees and provided for on accrual basis considering provision made being immaterial. During the year, detailed / full disclosure as per Accounting Standard (AS-15) on the basis of actuarial valuation has been made. Hence, figures for the previous year are not disclosed.

9. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees assets and expected future cash flows from such investments.

10. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, are given in enclosed Schedule - 15.

11. Previous year figures have been re-arranged / re-grouped / re-cast wherever considered necessary.

12. Schedules "1" to "15" form an integral part of the Accounts for the year ended 31st March, 2011.

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Mar 31, 2010

1. Subsequent to the implementation of the "Scheme of Amalgamation" sanctioned by the Honble High Court of Delhi, provisions pertaining to "Systemically Important Non-Deposit Taking Non-Banking Finance Company" as per Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 have become applicable to the Company. The Company has applied to Reserve Bank of India (RBI) for exemption from certain applicable clauses, which is pending for approval

2. Contingent Liabilities not provided for:- (a) Disputed Income Tax matters (estimated) under appeal of Rs.32,58,199/- (Previous Year Rs.6,75,224/-). (b) In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally determined.

3. (a) Income Tax calculation has been made considering certain allowances/adjustments available as assessed by the management.

(b) Provision for taxation represents Minimum Alternate Tax computed under section 115JB of the Income Tax Act, 1961.

4. Guarantee has been given to a Bank in respect of loan facility availed by other Body Corporate [Outstanding as at 31.03.2010 Rs.1,81,13,890/- (Previous Year - Rs.1,91,98,169)] against counter indemnity.

5. (a) In the opinion of the Board, Current Assets, Loans and Advances have valued on realisation in the ordinary course of business at least equal to the amount at which these are stated.

(b) There is no provision for bad and doubtful debts, loans & advances and diminution in the value of long term investments in their respective carrying values.

(c) Loans and Advances pursuant to Clause 32 of the Listing Agreement:

In view of uncertainty in the present market value of shares and securities due to volatile market conditions, management does not consider it prudent to create deferred tax asset on carried forward unabsorbed losses.

6. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of and transactions with the related parties as defined in Accounting Standard are given below:- (a) List of related parties where control exists and related parties with whom transactions have taken place and relationships (As identified by the management):-

Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd.

Modern Cotton Yarn Spinners Ltd.

Acorn Engineering Ltd.BMF Investments Ltd. (w.e.f. 19.09.2009)JK Sugar Ltd. – (w.e.f. 19.09.2009

and ceased to be subsidiary w.e.f. 12.07.2010)

LVP Foods Pvt.Ltd

Panchmahal Properties Ltd.

Dwarkesh Energy Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

Key Management Personnel:

Shri U.K. Gupta, (Manager)

(i) There are no transactions with and remuneration to Key Management Personnel during the current and previous year.

(ii) Guarantee has been given by the Company to a bank in respect of loan facility availed by LVP Foods Pvt. Limited, a subsidiary company {outstanding as at 31.03.10 Rs.17,53,00,000/- (Previous Year – Rs.5,87,88,000)}.

7. Based on the information available with the Company upto 31st March, 2010 in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006), there are no delays in payment of dues to such enterprises during the year and also in the previous year and there are no such dues payable at the year-end (Previous year Nil).

8. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

(b) Gratuity and Leave encashment liability has not been actuarially calculated due to limited number of employees and provided for on accrual basis; however amount of provision made is not material, accordingly detailed / full disclosure as per AS-15 is not considered necessary by the management.

(c) Amount recognized as an expense include Rs.95985/- towards Provident and other Funds (Previous year – Nil) in the Employees Cost Schedule – 11.

9. Amount included under Legal & Professional Charges – Rs.1,00,000/- and Service & Office Maintenance Charges - Rs.1,21,899/- (Previous Year – Rates & Taxes of Rs.2,09,272/-) relates to prior period.

10. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees assets and expected future cash flows from such investments.

11. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are given in enclosed Schedule - 15.

12. Previous year figures have been re-arranged / re-grouped / re-cast wherever considered necessary.

13. Schedules "1" to "15" form an integral part of the Accounts for the year ended 31stMarch, 2010.