Notes to Accounts of BF Investment Ltd.

Mar 31, 2025

(p) Provisions and contingent liabilities

Provisions are recognized when the Company has a present, legal or constructive obligation as a result of
a past event and it is probable that an outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount of the obligation can be made. Provisions are determined based on the
best estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each
Balance Sheet date and adjusted to reflect current best estimates.

Provisions are measured at the present value of management''s best estimate of the expenditure required
to settle the present obligation at the end of the reporting period. The discount rate used to determine
the present value is a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. The increase in the provision due to the passage of time is recognized
as interest expense.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Company or a present obligation that is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognized because it cannot be measured reliably. The Company
does not recognize a contingent liability but discloses its existence in the financial statements. A disclosure
for a contingent liability is made where there is a possible obligation arising out of past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company or a present obligation arising out of a past

event where it is either not probable that an outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made.

(q) Paid-up equity

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.

(r) Dividends

The Company recognizes a liability to make cash or non-cash distributions to equity holders of the Company
when distribution is authorized and the distribution is no longer at the discretion of the Company. As per
the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A
corresponding amount is recognized directly in equity.

(s) Earnings per share

(i) Basic Earnings per Share

Basic earnings per share is calculated by dividing the net profit for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the financial
year. Earnings considered in ascertaining the Company''s earnings per share is the net profit for the
period after deducting any attributable tax thereto for the period. The weighted average number of
equity shares outstanding during the period and for 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.

(ii) Diluted Earnings per Share

For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period is adjusted for the effects of all dilutive potential equity shares.

B. Significant Accounting Policies:

This note provides a list of the significant accounting policies adopted in the preparation of these standalone
financial statements. These policies have been consistently applied to all the years presented, unless otherwise
stated.

(a) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors that
makes strategic decisions for the Company. Refer note 36 for segment information presented.

(b) Foreign currency translation
Functional and presentation currency

Items included in the standalone financial statements of the Company are measured using the currency of
the primary economic environment in which the entity operates (''the functional currency''). The standalone
financial statements are presented in Indian rupee (INR), which is the Company''s functional and presentation
currency.

Initial Recognition

Foreign currency transactions are recorded in Indian currency, by applying the exchange rate between the
Indian currency and the foreign currency at the date of transaction.

Conversion

Monetary items, designated in foreign currencies are revalued at the rate prevailing on the date of
Balance Sheet.

Exchange Differences

Exchange differences arising on the settlement and conversion of foreign currency transactions are
recognized as income or as expenses in the year in which they arise, except in cases where they relate to

the acquisition of qualifying assets, in which cases they were adjusted in the cost of the corresponding
asset.

(c) Leases

The determination of whether a contract is (or contains) a lease is based on the substance of the contract
at the inception of the lease. The contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration.

Company as a Lessee

At the commencement date, a lessee shall recognise a right-of-use asset and a lease liability. A lessee shall
measure the lease liability at the present value of the lease payments that are not paid at that date. The
lease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readily
determined. If that rate cannot be readily determined, the lessee shall use the lessee''s incremental
borrowing rate.

The Company uses the practical expedient to apply the requirements of Ind AS 116 to a portfolio of leases
with similar characteristics if the effects on the financial statements of applying to the portfolio does not
differ materially from applying the requirement to the individual leases within that portfolio.

However, when the lessee and the lessor each have the right to terminate the lease without permission
from the other party with no more than an insignificant penalty the Company considers that lease to be no
longer enforceable. Also according to Ind AS 116, for leases with a lease term of 12 months or less
(short-term leases) and for leases for which the underlying asset is of low value, the lessee is not required
to recognize right-of-use asset and a lease liability. The Company applies both recognition exemptions.

Right of use asset

Right-of-use assets, which are included under property, plant and equipment, are measured at cost less
any accumulated depreciation and, if necessary, any accumulated impairment. The cost of a right-of-use
asset comprises the present value of the outstanding lease payments plus any lease payments made at or
before the commencement date less any lease incentives received, any initial direct costs and an estimate
of costs to be incurred in dismantling or removing the underlying asset. In this context, the Company also
applies the practical expedient that the payments for non-lease components are generally recognized as
lease payments.

If the lease transfers ownership of the underlying asset to the lessee 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, the right-of-use asset
is depreciated to the end of the useful life of the underlying asset. Otherwise, the right-of-use asset is
depreciated to the end of the lease term.

Lease liability

Lease liabilities, which are assigned to financing liabilities, are measured initially at the present value of
the lease payments. Subsequent measurement of a lease liability includes the increase of the carrying
amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease
payments made.

Lease modification

For a lease modification that is not accounted for as a separate lease, the Company accounts for the re¬
measurement of the lease liability by making a corresponding adjustment to the right-of-use asset.

Company as Lessor

A lessor shall classify each of its leases as either an operating lease or a finance lease. A lease is classified
as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an
underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks
and rewards incidental to ownership of an underlying asset.

Amounts due from lessees under finance leases are recorded as receivables at the company''s net investment
in the leases. Finance lease income is allocated to accounting periods to reflect a constant periodic rate of
return on the net investment outstanding in respect of the lease.

Where the Company is a lessor under an operating lease, the asset is capitalised within property, plant and
equipment and depreciated over its useful economic life. However, if there is no reasonable certainty that
the Company will obtain possession of the asset upon end of the lease term, the asset is depreciated over

the shorter of the estimated useful life of the asset and the lease term.

Rental income from operating lease is recognised on a straight-line basis over the term of the relevant
lease unless the payments to the lessor are structured to increase in line with expected general inflation to
compensate for the lessor''s expected inflationary cost increases or another systematic basis is available.
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 rents are recognised as revenue in the period in which they are earned.

(d) Post-employment and other employee benefits

Post-employment benefits are employee benefits (other than termination benefits and short-term
employee benefits) that are payable after the completion of employment.

Provident fund

Provident fund is a defined contribution plan covering eligible employees. The Company and the eligible
employees make a monthly contribution to the provident fund maintained by the Regional Provident Fund
Commissioner equal to the specified percentage of the basic salary of the eligible employees as per the
scheme. The contributions to the provident fund are charged to the statement of profit and loss for the
year when the contributions are due. The Company has no obligation, other than the contribution payable
to the provident fund.

Gratuity

At present the Company has no Gratuity plan asset. The present value of the obligation under such defined
benefit plan is determined based on the actuarial valuation using the Projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest on
the net defined benefit liability and the return on plan assets (excluding amounts included in net interest
on the net defined benefit liability), are recognised immediately in the balance sheet as asset/liability with
a corresponding debit or credit to retained earnings through OCI in the period in which they occur.

Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in statement of profit and loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring costs

• Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.
The Company recognises the following changes in the net defined benefit obligation as an expense in
the statement of profit and loss:

• Service costs comprising of current service costs, past-service costs, gains and losses on curtailments
and non-routine settlements; and

• Net interest expense or income
Compensated Absences

Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short¬
term employee benefit. The Company measures the expected cost of such absences as the additional
amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting
date. The Company treats accumulated leave expected to be carried forward beyond twelve months, as
long-term employee benefit for measurement purposes. Such long-term compensated absences are
provided for based on the actuarial valuation using the projected unit credit method at the reporting date.

Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The
Company presents the entire leave encashment liability as a current liability in the balance sheet, to the
extent it does not have an unconditional right to defer its settlement for twelve months after the reporting
date. Where the Company has the unconditional legal and contractual right to defer the settlement for a
period beyond twelve months, the same is presented as non-current liability.

2. Significant accounting judgements, estimates and assumptions

The preparation of the Company''s standalone financial statements requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure of contingent liabilities. This note provides an overview of the
areas that involve a higher degree of judgments or complexities and of items which are more likely to be
materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
Detailed information about each of these judgments, estimates and assumptions is mentioned below.

Judgments, estimates and assumptions are continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the Company and
that are believed to be reasonable under the circumstances.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation 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. The Company based its assumptions and estimates
on parameters available when the financial statements were prepared. 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. Fair value measurement of unquoted 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. Changes in assumptions about these factors could
affect the reported fair value of financial instruments. See Note 33 for further disclosures.

ii. Deferred Tax

At each balance sheet date, the Company assesses whether the realization of future tax benefits is
sufficiently probable to recognize deferred tax assets. This assessment requires the use of significant
estimates with respect to assessment of future taxable income. The recorded amount of total deferred
tax asset could change if estimates of projected future taxable income or if changes in current tax regulations
are enacted.

(b) Terms/ rights attached to equity shares

The Company has only one class of issued equity shares having a par value of Rs.5/- per share. Each holder of
equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The
dividend, proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the
ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of Equity Shares will
be entitled to receive surplus assets of the Company, remaining after distribution of all preferential amounts.
The dividend paid during the year Rs. Nil (F.Y. 2023-24 - Rs. Nil)]

(c) Aggregate number of bonus shares issued, shares issued for consideration other than cash
and shares bought back during the period of five years immediately preceding the reporting
date

There are no bonus shares issued, shares issued for consideration other than cash and shares bought back
during the period of five years immediately preceding reporting date.

Nature and purpose of reserves:

i General reserve : Under the erstwhile Companies Act, 1956, a general reserve was created through an
annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent
to the introduction of the Companies Act, 2013, the requirement to mandatory transfer a specified percentage
of net profit to general reserve has been withdrawn. There is no movement in General Reserve since transfer
under the scheme of arrangement.

ii Capital reserve : It is the reserve pertaining to the investment undertaking transferred to the Resultant
Company, i.e. BF Investment Ltd., Consequent to the scheme of arrangement approved by High Court of
judicature, Mumbai during F.Y. 2009-2010.

iii Capital Redemption Reserve : An erstwhile subsidiary of BF Utilities Ltd. (amalgamated company) had
preference capital. At the time of redemption of said preference capital, Redemption reserve was created,
which has since got transferred to BF Investment Ltd. by means of scheme of arrangement.

iv Statutory Reserve Fund : Under sec 45IC(1) of RBI act, every NBFC has to transfer 20% of it''s post tax
profits to a corpus termed as Reserve Fund.

v FVTOCI Equity investment reserve: The Company has elected to recognise changes in the fair value of
investment in equity shares in other comprehensive income. These changes are accumulated within the
FVTOCI investment reserve within equity. The Company will transfer amounts from the said reserve to
retained earnings when the relevant equity shares are de-recognised.

32 Gratuity and other post-employment benefit plans
Gratuity plan
Unfunded scheme

The Company has a defined benefit gratuity plan for its employees. The gratuity plan is governed by the Payment
of Gratuity Act, 1972 and the Scheme framed by the Company. Under the Act, every employee who has completed
five years of service is entitled to specific benefit. The level of benefits provided depends on the employee''s
length of service and salary at retirement age. Every employee who has completed five years but not more than
fifteen years of service gets a gratuity on departure at 15 days salary (last drawn) for each completed year of
service as per the provisions of the Payment of Gratuity Act, 1972. Every employee who has completed fifteen
years of service gets a gratuity on departure at one month''s salary (last drawn) for each completed year of
service, subject to maximum for 20 months'' salary as per the Scheme of the Company.

Risk exposure and asset-liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies
take on uncertain long-term obligations to make future benefit payments.

1) Liability risks

a) Asset-liability mismatch risk

Risk arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching
duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation
swings caused by interest rate movements.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in
practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes.
Rising salaries will often result in higher future defined benefit payments resulting in a higher present
value of liabilities especially unexpected salary increases provided at management''s discretion may lead
to uncertainties in estimating this increasing risk.

2) Asset risks

At present the Company has not opted for any asset plan.

In respect of the above plans, the most recent actuarial valuation of the plan assets and the present value of
the defined benefit obligation were carried out as at 31 March 2025 by a member firm of the Institute of
Actuaries of India. The present value of the defined benefit obligation, and the related current service cost
and past service cost, were measured using the projected unit credit method.

The following table summarises the components of net benefit expense recognised in the statement of
profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

The principal assumptions used in determining gratuity for the Company''s plan is shown
below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.

ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices or dealer quotes for similar instruments

- The fair value for preference shares is determined using discounted cash flow analysis (KSL Holding
Private Limited, Kalyani Technoforge Limited and Kalyani Financial Services Private Limited)

- The fair value for loans is determined using discounted cash flow analysis (Loans to BF Utilities Limited,
Nandi Infrastructure Corridor Enterprise Limited and Nandi Economic Corridor Enterprises Limited).

- The fair value for compulsorily convertible debentures is determined using asset approach (Net Asset
Value method).

- The fair value for unquoted equity shares are determined using cost approach.

iii) Valuation process

The Company performs the valuations of assets and liabilities required for financial reporting purposes. The
Company appoints external valuation experts whenever the need arises for level 3 fair valuation. Discussions
of valuation processes and results are held between the Company and the valuation experts periodically, in
line with the Company''s annual reporting period.

iv) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of such financial assets and liabilities are a reasonable approximation of their fair
values.

34 Financial risk management

Presented below is a description of the risks (market risk and liquidity risk) together with a sensitivity analysis,
performed annually, of each of these risks based on selected changes in market rates and prices. These analyses
reflect management''s view of changes which are reasonably possible to occur over a one-year period.

I Market Risk
A Price risk

The Company''s exposure to equity securities price risk arises from investments held by the Company and
classified in the balance sheet whether at fair value through Other Comprehensive Income or at fair
value through profit and loss.

To manage its price risk arising from investments in equity securities, the Company diversifies the portfolio.

The majority of Company''s equity investments are publically traded and are included in the BSE and NSE
indices.

II Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through
an adequate amount of committed credit facilities to meet obligations when due and to close out market
positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in
funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of
the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition,
the Company''s liquidity management policy involves projecting cash flows and considering the level of liquid
assets necessary to meet these debt financing plans.

i) Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on
their contractual maturities:

36Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The board of directors has been identified as the chief operating decision maker.

The Company is in the business of making investments in group companies, focusing on earning income through
dividends, interest and gains on investment held, which is a single segment in accordance with Ind AS 108 -
"Operating segment" notified pursuant to Companies (Indian Accounting Standards) Rules, 2015 as amended.

All assets are in India.

37 Corporate social responsibility (CSR)

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in
accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for
the financial year covered by these statements are as under.

The Company receives majority of its dividends from Indian companies that comply with the provisions of section
135 of the Act. As per Companies (Corporate Social Responsibility Policy) Rules, 2014 such dividend amount is
excluded from the net profit for the calculation of amount of CSR expenditure for the period.

Details of shortfall and reasons for shortfall

During the year ended March 31, 2025, as against the required expenditure of Rs. 2.02 Million, the amount of
Rs. 2.02 million remain unspent. The unspent amount for the year ended March 31, 2025 has been transferred to
the unspent CSR account and the same shall be utilised by the Company in the next 3 years for CSR projects
undertaken by the Company.

3 8 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme
of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5^th February,
2010 referred to herein before, could not be transferred in the name of the Company as at 31^st March, 2025. The
Company is in the process of completing the required legal formalities.

3 9 Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro
(Mauritius) Holdings V, whereby the Company has agreed to subordinate the interest free unsecured loan of Rs.
1,160,520,067 (Previous Year: Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro
(Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro
(Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro
(Mauritius) Holdings V and NECE Ltd. are fully paid off. The Company has given Interest free unsecured loans of
Rs. 105,000,000/- (P.Y. Rs. 130,000,000/-) and Rs. 30,000,000/- (P.Y. Rs.30,000,000/-) to BF Utilities Ltd. &
Nandi Infrastructure Corridor Enterprise Ltd. respectively. These loans are repayable over 10 & 30 year period
respectively, commencing from 1st April, 2018.

42 Additional regulatory information required by Schedule III to the Companies Act, 2013:

i) The Company does not have any benami property held in its name. No proceedings have been initiated on or
are pending against the Company for holding benami property under the Benami Transactions (Prohibition)
Act, 1988 (45 of 1988) and Rules made thereunder.

ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.

iii) The Company has complied with the requirement with respect to number of layers as prescribed under
section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules,
2017.

(iv) Utilisation of borrowed funds and share premium:

- The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

- The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income
Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company did not have any material transactions with companies struck off under Section 248 of the
Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

(vii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

4 4 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current
year''s classification / disclosure.

As per our attached report of even date, For and on behalf of the Board of Directors of

BF INVESTMENT LIMITED

For P. G. BHAGWAT LLP S. G. Joglekar B. S. Mitkari

Chartered Accountants Director Director

(FRN No. 101118W/ W100682) DIN: 00073826 DIN: 03632549

Purva Kulkarni Akshay Jagtap G. P. Pendse

Partner Chief Executive Officer & Company Secretary

Membership No. 138855 Chief Financial Officer Membership No. : A64136

Place : Pune Place : Pune

Date : May 29, 2025 Date : May 29, 2025

---

Mar 31, 2024

(p) Provisions and contingent liabilities

Provisions are recognized when the Company has a present, legal or constructive obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Provisions are determined based on the best estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each Balance Sheet date and adjusted to reflect current best estimates.

Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. A disclosure for a contingent liability is made where there is a possible obligation arising out of past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation arising out of a past

event where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

(q) Paid-up equity

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(r) Dividends

The Company recognizes a liability to make cash or non-cash distributions to equity holders of the Company when distribution is authorized and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A corresponding amount is recognized directly in equity.

(s) Earnings per share

(i) Basic Earnings per Share

Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the financial year. Earnings considered in ascertaining the Company''s earnings per share is the net profit for the period after deducting any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for 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.

(ii) Diluted Earnings per Share

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

IB. Significant Accounting Policies:

This note provides a list of the significant accounting policies adopted in the preparation of these standalone financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions for the Company. Refer note 36 for segment information presented.

(b) Foreign currency translation Functional and presentation currency

Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (''the functional currency''). The standalone financial statements are presented in Indian rupee (INR), which is the Company''s functional and presentation currency.

Initial Recognition

Foreign currency transactions are recorded in Indian currency, by applying the exchange rate between the Indian currency and the foreign currency at the date of transaction.

Conversion

Monetary items, designated in foreign currencies are revalued at the rate prevailing on the date of Balance Sheet.

Exchange Differences

Exchange differences arising on the settlement and conversion of foreign currency transactions are recognized as income or as expenses in the year in which they arise, except in cases where they relate to the acquisition of qualifying assets, in which cases they were adjusted in the cost of the corresponding asset.

(c) Leases

The determination of whether a contract is (or contains) a lease is based on the substance of the contract at the inception of the lease. The contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a Lessee

At the commencement date, a lessee shall recognise a right-of-use asset and a lease liability. A lessee shall measure the lease liability at the present value of the lease payments that are not paid at that date. The lease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee shall use the lessee''s incremental borrowing rate.

The Company uses the practical expedient to apply the requirements of Ind AS 116 to a portfolio of leases with similar characteristics if the effects on the financial statements of applying to the portfolio does not differ materially from applying the requirement to the individual leases within that portfolio.

However, when the lessee and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty the Company considers that lease to be no longer enforceable. Also according to Ind AS 116, for leases with a lease term of12 months or less (shortterm leases) and for leases for which the underlying asset is of low value, the lessee is not required to recognize right-of-use asset and a lease liability. The Company applies both recognition exemptions.

Right of use asset

Right-of-use assets, which are included under property, plant and equipment, are measured at cost less any accumulated depreciation and, if necessary, any accumulated impairment. The cost of a right-of-use asset comprises the present

value of the outstanding lease payments plus any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs and an estimate of costs to be incurred in dismantling or removing the underlying asset. In this context, the Company also applies the practical expedient that the payments for non-lease components are generally recognized as lease payments.

If the lease transfers ownership of the underlying asset to the lessee 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, the right-of-use asset is depreciated to the end of the useful life of the underlying asset. Otherwise, the right-of-use asset is depreciated to the end of the lease term.

Lease liability

Lease liabilities, which are assigned to financing liabilities, are measured initially at the present value of the lease payments. Subsequent measurement of a lease liability includes the increase of the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made.

Lease modification

For a lease modification that is not accounted for as a separate lease, the Company accounts for the remeasurement of the lease liability by making a corresponding adjustment to the right-of-use asset.

Company as Lessor

A lessor shall classify each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset.

Amounts due from lessees under finance leases are recorded as receivables at the company''s net investment in the leases. Finance lease income is allocated to accounting periods to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

Where the Company is a lessor under an operating lease, the asset is capitalised within property, plant and equipment and depreciated over its useful economic life. However, if there is no reasonable certainty that the Company will obtain possession of the asset upon end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor''s expected inflationary cost increases or another systematic basis is available. 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 rents are recognised as revenue in the period in which they are earned.

(d) Post-employment and other employee benefits

Post-employment benefits are employee benefits (other than termination benefits and short-term employee benefits) that are payable after the completion of employment.

Provident fund

Provident fund is a defined contribution plan covering eligible employees. The Company and the eligible employees make a monthly contribution to the provident fund maintained by the Regional Provident Fund Commissioner equal to the specified percentage of the basic salary of the eligible employees as per the scheme. The contributions to the provident fund are charged to the statement of profit and loss for the year when the contributions are due. The Company has no obligation, other than the contribution payable to the provident fund.

Gratuity

At present the Company has no Gratuity plan asset. The present value of the obligation under such defined benefit plan is determined based on the actuarial valuation using the Projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet as asset/liability with a corresponding debit or credit to retained earnings through OCI in the period in which they occur.

Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in statement of profit and loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring costs

• Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

• Service costs comprising of current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income Compensated Absences

Accumulated leave, which is expected to be utilized within the next twelve months, is treated as shortterm employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date.

Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The Company presents the entire leave encashment liability as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for twelve months after the reporting date. Where the Company has the unconditional legal and contractual right to defer the settlement for a period beyond twelve months, the same is presented as non-current liability.

2. Significant accounting judgements, estimates and assumptions

The preparation of the Company''s standalone financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. This note provides an overview of the areas that involve a higher degree of judgments or complexities and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these judgments, estimates and assumptions is mentioned below.

Judgments, estimates and assumptions are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation 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. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. 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. Fair value measurement of unquoted 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. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 33 for further disclosures.

ii. Deferred Tax

At each balance sheet date, the Company assesses whether the realization of future tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the use of significant estimates with respect to assessment of future taxable income. The recorded amount of total deferred tax asset could change if estimates of projected future taxable income or if changes in current tax regulations are enacted.

Nature and purpose of reserves:

i General reserve : Under the erstwhile Companies Act, 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in General Reserve since transfer under the scheme of arrangement.

ii Capital reserve : It is the reserve pertaining to the investment undertaking transferred to the Resultant Company, i.e. BF Investment Ltd., Consequent to the scheme of arrangement approved by High Court of judicature, Mumbai during F.Y. 2009-2010.

iii Capital Redemption Reserve : An erstwhile subsidiary of BF Utilities Ltd. (amalgamated company) had preference capital. At the time of redemption of said preference capital, Redemption reserve was created, which has since got transferred to BF Investment by means of scheme of arrangement.

iv Statutory Reserve Fund : Under sec 45IC(1) of RBI Act, every NBFC has to transfer 20% of it''s post tax profits to a corpus termed as Reserve Fund.

v FVTOCI Equity investment reserve: The Company has selected to recognise changes in the fair value of investment in equity shares in other comprehensive income. These changes are accumulated within the FVTOCI investment reserve within equity. The Company will transfer amounts from the said reserve to retained earnings when the relevant equity shares are de-recognised.

32 Gratuity and other post-employment benefit plans Gratuity plan Unfunded scheme

The Company has a defined benefit gratuity plan for its employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972 and the Scheme framed by the Company. Under the Act, every employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the employee''s length of service and salary at retirement age. Every employee who has completed five years but not more than fifteen years of service gets a gratuity on departure at 15 days salary (last drawn) for each completed year of service as per the provisions of the Payment of Gratuity Act, 1972. Every employee who has completed fifteen years of service gets a gratuity on departure at one month''s salary (last drawn) for each completed year of service, subject to maximum for 20 month''s salary as per the Scheme of the Company.

Risk exposure and asset-liability matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long-term obligations to make future benefit payments.

1) Liability risks

a) Asset-liability mismatch risk

Risk arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Discount rate risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c) Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2) Asset risks

At present the Company has not opted for any asset plan.

In respect of the above plans, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31 March 2024 by a member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The following table summarises the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

The employees have joined during current financial year hence data for previous year is not available for comparision.

ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices or dealer quotes for similar instruments

- The fair value for preference shares is determined using discounted cash flow analysis (KSL Holding Limited, Kalyani Technoforge Limited and Kalyani Financial Services Limited)

- The fair value for loans is determined using discounted cash flow analysis (Loans to BF Utilities Limited, Nandi Infrastructure Corridor Enterprise Limited and Nandi Economic Corridor Enterprises Limited).

- The fair value for compulsorily convertible debentures is determined using asset approach (Net Asset Value method).

- The fair value for unquoted equity shares are determined using cost approach.

iii) Valuation process

The Company performs the valuations of assets and liabilities required for financial reporting purposes. The Company appoints external valuation experts whenever the need arises for level 3 fair valuation. Discussions of valuation processes and results are held between the Company and the valuation experts periodically, in line with the Company''s annual reporting period.

iv) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of such financial assets and liabilities are a reasonable approximation of their fair values.

Presented below is a description of the risks (market risk and liquidity risk) together with a sensitivity analysis, performed annually, of each of these risks based on selected changes in market rates and prices. These analyses reflect management''s view of changes which are reasonably possible to occur over a one-year period.

I Market Risk A Price risk

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet whether at fair value through Other Comprehensive Income or at fair value through profit and loss.To manage its price risk arising from investments from investments in equity securities, the Company diversifies the portfolio.The majority of Company''s equity investments are publically traded and are included in the BSE and NSE indices.

II Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, the Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these debt financing plans.

i) Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities:

III Credit Risk:

The Company is exposed to credit risk from its activity of giving loans and from its financing activities, including deposits with banks and other financial instruments.The balances with banks, loans given to corporate bodies, security deposits are subject to low credit risk since the counter-party has strong capacity to meet the obligations and where the risk of default is negligible except for few which are already impaired. An impairment analysis is performed at each reporting date on an individual basis for each loan given.

i) Loss allowance for loans :

The Company''s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. The Company does not have any debt.The capital structure of the Company is as follows:

36Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The board of directors has been identified as the chief operating decision maker.

The Company is in the business of making investments in group companies, focusing on earning income through dividends, interest and gains on investment held, which is a single segment in accordance with Ind AS 108 -"Operating segment" notified pursuant to Companies (Indian Accounting Standards) Rules, 2015 as amended.

All assets are in India.

37 Corporate social responsibility (CSR)

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

The Company receives majority of its dividends from Indian companies that comply with the provisions of section 135 of the Act. As per Companies (Corporate Social Responsibility Policy) Rules, 2014 such dividend amount is excluded from the net profit for the calculation of amount of CSR expenditure for the period.

Details of shortfall and reasons for shortfall

During the year ended March 31, 2024, as against the required expenditure of Rs. 1.04 Million, the amount of Rs. 1.04 million remain unspent. The unspent amount for the year ended March 31, 2024 has been transferred to the unspent CSR account and the same shall be utilised by the Company in the next years for CSR projects undertaken by the Company.

Nature of activities

Ongoing projects

As part of ongoing project for CSR, the Company has undertaken activity such as empowering education and welfare.

3 8 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5^th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31^st March, 2024. The Company is in the process of completing the required legal formalities.

3 9 Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the interest free unsecured loan of Rs. 1,160,520,067 (Previous Year: Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off. The Company has given Interest free unsecured loans of Rs. 130,000,000/- (P.Y. Rs. 174,000,000/-) and Rs. 30,000,000/- (P.Y. Rs.30,000,000/-) to BF Utilities Ltd. & Nandi Infrastructure Corridor Enterprise Ltd. (NICE) respectively. These loans are repayable over 10 & 30 year period respectively, commencing from 1st April, 2018.

42 Additional regulatory information required by Schedule III to the Companies Act, 2013:

i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.

iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules,

1(11''7

(iv) Utilisation of borrowed funds and share premium:-The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:(a) 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(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries-The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:(a) 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(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

(vii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

4 4 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

As per our attached report of even date, For and on behalf of the Board of Directors of

BF INVESTMENT LIMITED

For P. G. BHAGWAT LLP B.S. Mitkari M. U. Takale

Chartered Accountants Director Director

(FRN No. 101118W/ W100682) DIN: 03632549 DIN : 01291287

Purva Kulkarni Akshay Jagtap G. P. Pendse

Partner Chief Executive Officer & Company Secretary

Membership No. 138855 Chief Financial Officer

Place : Pune Place : Pune

Date : May 30, 2024 Date : May 30, 2024

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Mar 31, 2023

Provisions and contingent liabilities

Provisions are recognized when the Company has a present, legal or constructive obligation as a result of
a past event and it is probable that an outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount of the obligation can be made. Provisions are determined based on the
best estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each
Balance Sheet date and adjusted to reflect current best estimates.

Provisions are measured at the present value of management''s best estimate of the expenditure required
to settle the present obligation at the end of the reporting period. The discount rate used to determine
the present value is a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. The increase in the provision due to the passage of time is recognized
as interest expense.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Company or a present obligation that is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognized because it cannot be measured reliably. The Company
does not recognize a contingent liability but discloses its existence in the financial statements. A disclosure
for a contingent liability is made where there is a possible obligation arising out of past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company or a present obligation arising out of a past
event where it is either not probable that an outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made.

(t) Paid-up equity

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.

(u) Dividends

The Company recognizes a liability to make cash or non-cash distributions to equity holders of the Company
when distribution is authorized and the distribution is no longer at the discretion of the Company. As per
the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A
corresponding amount is recognized directly in equity.

(v) Earnings per share

(i) Basic Earnings per Share

Basic earnings per share is calculated by dividing the net profit for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the financial
year. Earnings considered in ascertaining the company''s earnings per share is the net profit for the
period after deducting any attributable tax thereto for the period. The weighted average number of
equity shares outstanding during the period and for 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.

(ii) Diluted Earnings per Share

For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period is adjusted for the effects of all dilutive potential equity shares.

(w) Rounding of amounts:

All amounts disclosed in these separate financial statements and notes have been rounded off to the
nearest millions as per the requirement of Schedule III, unless otherwise stated.

1B. Standards issued but not yet effective]

The Ministry of Corporate Affairs (MCA) on 31 March 2023, vide Notification dated 31 March 2023 has issued
Companies (Indian Accounting Standard) Amendment Rules, 2022 in consultation with the National Financial
Reporting Authority (NFRA).

The notification states that these rules shall be applicable from 1 April 2023 and would thus be applicable for
the financial year ending 31 March 2024.

The amendments to Ind AS are intended to keep the Ind AS aligned with the amendments made in IFRS.

1. Amendments to Ind AS 1, "Presentation of Financial Statements"

The amendments require companies to disclose their material accounting policies rather than their significant
accounting policies. Accounting policy information, together with other information, is material when it
can reasonably be expected to influence decisions of primary users of general purpose financial statements.

2. Amendments to Ind AS 8, "Accounting Policies, Changes in Accounting Estimates and Errors"

The amendments will help entities to distinguish between accounting policies and accounting estimates.
The definition of a change in accounting estimates has been replaced with a definition of accounting
estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements
that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies
require items in financial statements to be measured in a way that involves measurement uncertainty.

3. Amendments to 12, "Income Taxes"

The amendments clarify how companies account for deferred tax on transactions such as leases and
decommissioning obligations. The amendments narrowed the scope of the initial recognition exemption
so that it does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible
temporary differences.

No significant impact on financial statements of the Company are expected as a result of these amendments.

2. Significant accounting judgements, estimates and assumptions

The preparation of the Company''s separate financial statements requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure of contingent liabilities. This note provides an overview of the
areas that involve a higher degree of judgments or complexities and of items which are more likely to be
materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
Detailed information about each of these judgments, estimates and assumptions is mentioned below.

Judgments, estimates and assumptions are continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the company and that
are believed to be reasonable under the circumstances.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation 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. The Company based its assumptions and estimates
on parameters available when the financial statements were prepared. 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.

1. Fair value measurement of unquoted 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. Changes in assumptions about these factors could
affect the reported fair value of financial instruments. See Note 30 for further disclosures.

2. Deferred Tax

At each balance sheet date, the Company assesses whether the realization of future tax benefits is
sufficiently probable to recognize deferred tax assets. This assessment requires the use of significant
estimates with respect to assessment of future taxable income. The recorded amount of total deferred
tax asset could change if estimates of projected future taxable income or if changes in current tax regulations
are enacted.

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Mar 31, 2018

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

2. Some of the Associates of the Company, are in the process of finalising their accounts for the financial year ended 31^st March, 2018 and hence, they have not yet submitted their audited standalone or, as the case may be, consolidated financial statements to the Company. The Company will prepare and publish consolidated financial statements, once the audited standalone, or as the case may be, consolidated financial statements of all the Associates become available to the Company.

Diminution other than temporary, if any, in the value of investments in the Associates could not be tested pending availability of their financial statements for the financial year ended 31^st March, 2018 as stated herein before.

3.1 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

3.2 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5^th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31^st March, 2018. The Company is in the process of completing the required legal formalities.

3.3 3,000,000 6% Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 11^th March, 2019.

3.4 40,000,000 9% Cumulative Redeemable Non Convertible Preference Shares of $ 10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable at par on or before 25^th October, 2036.

3.5 21,042,440 7% Cumulative Optionally Convertible Non-Participating Preference Shares of $ 10/- each, fully paid in Kalyani Technoforge Limited are redeemable at par on or before 18^th January, 2023.

3.6 9,300,000 8% Cumulative Redeemable Preference Shares of $ 10/- each of Baramati Speciality Steels Ltd. are redeemable at par on or before 27^th March, 2038.

3.7 Of the 6,847,000 0% Fully Convertible Debentures (FCDs) of $ 100/- each, fully paid of Kalyani Financial Services Limited, 1,577,000 FCDs are compulsorily convertible into Equity Shares of $ 10/- each, fully paid up at a premium of $ 20/- per share on or before 31^st March, 2021. 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of $ 10/- each, at such a price as shall be fixed by the said Company on or before 27^th September, 2022.

3.8 Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of $ 1,160,520,067 (Previous Year : $ 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24^th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

3.9 Corporate Social Responsibility :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

3.10 Events occuring after balance sheet date :

The Company has entered into Share Purchase Agreement on 27^th April, 2018, where in it has agreed to sell its entire investment of 16,183,636 equity shares of $ 10/- each, fully paid up, in Epicenter Technologies Private Limited (Epicenter) at a price of $ 0.57 per share, resulting in a loss of $ 63,828,260/-. The said loss representing diminution other than temporary, in the value of long term investments, has been fully provided for in these financial statements.

The Share Purchase Agreement is subject to fulfillment of certain terms and conditions by Epicenter, including interalia, repayment in full of 1) the unsecured loan advanced by the Company to Epicener and

2) accrued interest thereon.

3.11 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

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Mar 31, 2017

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

2. The Associates of the Company, are in the process of finalising their accounts for the financial year ended 31^st March, 2017 and hence, they have not yet submitted their audited standalone or, as the case may be, consolidated financial statements to the Company. The Company wil prepare and publish consolidated financial statements, once the audited standalone, or as the case may be, consolidated financial statements of the Associates become available to the Company.

Diminution other than temporary, if any, in the value of investments in the Associates could not be tested pending availability of their financial statements for the financial year ended 31^st March, 2017 as stated herein before.

3.1 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

3.2 Investment in Capital of Partnership Firm :

The Company is a partner in M/s Sundaram Enterprises. The names of partners, their capital contributions and their respective profit/loss sharing ratios are under.

3.3 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5^th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31^st March, 2017. The Company is in the process of completing the required legal formalities.

3.4 3,000,000 6% Non-cumulative Redeemable Preference Shares of Rs. 10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 11^th March, 2019.

3.5 Of the 6,847,000 0% Fully Convertible Debentures (FCD) of Rs. 100/- each fully paid of Kalyani Financial Services Limited, 1,577,000 FCDs are compulsorily convertible into Equity Shares of h 10/- each fully paid up at a premium of Rs. 20/- per share on or before 31^st March, 2021. 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of Rs. 10/- each at such a price as shall be fixed by the said Company on or before 27^th September, 2022.

3.6 Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of Rs. 1,160,520,067 (Previous Year : Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24^thDecember, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

3.7 Corporate Social Responsibility :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

3.8 Details of Specified Bank Notes (SBN) held and transacted during the period from 8^th November, 2016 to 30th December, 2016 :

3.9 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

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Mar 31, 2016

1. Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5^th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31^st March, 2016. The Company is in the process of completing the required legal formalities.

2. 3,000,000 6% Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 30^th December, 2016.

3. 4,000,000 9% Cumulative Redeemable Non - Convertible Preference Shares of $100/- each, fully paid in Kalyani Global Engineering Pvt. Ltd. are redeemable on the expiry of 20 years from the date of allotment, i.e. on 7^th January, 2036, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 7^th July, 2016.

4. Of the 6,847,000 0% Fully Convertible Debentures (FCD) of $ 100/- each fully paid of Kalyani Financial Services Limited, 1,577,000 FCDs are compulsorily convertible into Equity Shares of $ 10/- each fully paid up at a premium of $ 20/- per share on or before 31^st March, 2021. 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of $ 10/- each at such a price as shall be fixed by the said Company on or before 27^th September, 2022.

5. Deferred Tax asset in respect of unabsorbed depreciation and losses under the Income Tax Act, 1961 aggregating to $ NIL (Previous Year : $ 98,000) has not been recognized on considerations of prudence.

6. Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of $ 1,160,520,067 (Previous Year : $ 1,160,520,067) granted by it to NECE, until the entire stake holding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24^th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

7. Corporate Social Responsibility :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

8. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2015

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

(a) These shares have been allotted to the shareholders of BF Utilities Limited, on 15th March, 2010, without payment being received in cash, in terms of the Composite Scheme of Arrangement sanctioned by the Honourable High Court of judicature at Bombay on 5th February, 2010.

(b) The Company has only one class of shares referred to as equity shares having a par value of Rs. 5/-. Each holder of equity shares is entitled to one vote per share.

(c) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive surplus assets of the Company, remaining after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

As at As at 31st March, 2015 31st March, 2014 Amount Amount Rs. Rs.

2. Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies(a)

Guarantee Amount 1,710,000,000 950,000,000

Balance outstanding 1,135,000,000 835,579,160

(a) Commitments of the Company under the Corporate Guarantee/s, inter alia, include undertaking not to dispose or encumber its present and future assets without the prior written consent of the lenders.

ii) The Company has issued a Letter of Comfort not amounting to Corporate Guarantee, to Axis Bank Limited, UAE, in respect of non-fund based limits aggregating to Euro 7,500,000 sanctioned to Kenersys Europe GmbH, whereby the Company had undertaken to ensure that the borrower company would fulfill the debt service obligation, when due. Axis Bank Ltd., U.A.E. has since released the Company from the said Letter of Comfort during the financial year covered by these statements.

iii) Conveyance deed of the Unascertainable Unascertainable ownership premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet. Liability, if any on that account has not been ascertained.

3. Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

4. Related Party Disclosures :

a) Related Parties and their relationships, where there are related party transactions or balances :

i) Associates

Kalyani Steels Ltd.

Epicenter Technologies Private Limited

Kalyani Financial Services Limited

Nandi Engineering Limited

ii) Joint Ventures

Automotive Axles Limited

Meritor HVS India Limited

M/s Sundaram Enterprises

iii) Investing enterprise in respect of which the Company is an associate

Sundaram Trading and Investment Pvt. Ltd.

iv) Key Management Personnel

Mr. Satish Kshirsagar, the Company Secretary

Mr. Jeewanprasad Patwardhan, the Chief Executive Officer and Chief Financial Officer, appointed on 31st March, 2015.

5. Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not be transferred in the name of the Company as at 31st March, 2015. The Company is in the process of completing the required legal processes.

6. 3,000,000 6% Non-cumulative Redeemable Preference Shares of Rs.10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 30th December, 2016.

7. 3,500,000 11% Non-cumulative Redeemable Preference Shares of Rs.10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

8. Of the 6,497,000 0% Fully Convertible Debentures (FCD) of Rs. 100/- each fully paid of Kalyani Financial Services Limited, 1,227,000 FCDs are compulsorily convertible into Equity Shares of Rs. 10/- each fully paid up at a premium of Rs. 20/- per share on or before 31st March, 2021, while 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of Rs. 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

9. Deferred Tax asset in respect of unabsorbed depreciation and losses under the Income Tax Act, 1961 aggregating to $ 98,000 (Previous Year : Rs. 9,470,000) has not been recognized on considerations of prudence.

10. Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of Rs. 1,160,520,067 (Previous Year : Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

11. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

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Mar 31, 2014

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

As at As at 31st March, 2014 31st March, 2013 Amount Amount $ $

2.0 Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies(a) Guarantee Amount 950,000,000 950,000,000

Balance outstanding 835,579,160 388,935,167 (a) Commitments of the Company under the Corporate Guarantee/s, inter alia, include undertaking not to dispose or encumber its present and future assets without the prior written consent of the lenders.

ii) The Company has issued a Letter of Comfort not amounting to Corporate Guarantee, to Axis Bank Limited, UAE, in respect of non-fund based limits aggregating to Euro 7,500,000 (Previous Year : Nil) sanctioned to Kenersys Europe GmbH, whereby the Company has undertaken to ensure that the borrower company would fulfill the debt service obligation, when due.

iii) Conveyance deed of the ownership premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet. Liability, if any on that account has not been ascertained.

2.1 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

2.2 Related Party Disclosures :

a) Related Parties and their relationships, where there are related party transactions or balances :

i) Associates

Kalyani Steels Ltd.

Epicenter Technologies Private Limited Kalyani Financial Services Limited Nandi Engineering Limited

ii) Joint Ventures

Automotive Axles Limited Meritor HVS India Limited M/s Sundaram Enterprises

iii) Investing enterprise in respect of which the Company is an associate

Sundaram Trading and Investment Pvt. Ltd.

2.3 Exceptional Items :

a) In view of the continued illiquid financial position of Nandi Economic Corridor Enterprises Ltd. (NECE) and the representation in that respect made by NECE, the Company has written off accrued interest aggregating to $ 302,137,802 (Previous Year : $ 69,631,204) charged to and receivable from NECE, on prudent basis. On similar considerations, interest aggregating to $ 621,370 (Previous Year : Nil) charged to and receivable from Nandi Infrastructure Corridor Enterprise Ltd. (NICE) has also been written off. These amounts have been reflected as exceptional items in the Statement of Profit and Loss. The Principal amounts outstanding on the loans granted to the above companies are considered good and fully realizable by the Directors. The accrued interest written off comprised the following.

b) Profit on sale of long term investments includes profit of $ 312,518,422 /- on sale of 1,705,242 Equity Shares of $10/- each of Kalyani Investment Co. Ltd., an associate of the Company.

2.4 Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2014. The Company is in the process of completing the required legal processes.

2.5 3,000,000 6 % Non-cumulative Redeemable Preference Shares of $ 10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 30th December, 2016.

2.6 3,500,000 11 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

2.7 Of the 6,497,000 0% Fully Convertible Debentures (FCD) of $ 100/- each fully paid of Kalyani Financial Services Limited, 1,227,000 FCDs are compulsorily convertible into Equity Shares of $10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021, while 5,270,000 FCDs are compulsorily convertible into such number of fully paid Equity Shares of $ 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

2.8 Deferred Tax asset in respect of unabsorbed depreciation and losses under the Income Tax Act, 1961 aggregating to $ 9,470,000 (Previous Year : $ Nil) has not been recognized on considerations of prudence.

2.9 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2013

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

2.1 Disclosure pursuant to Accounting Standard - 15 (Revised) on ''Employee Benefits''

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds. The Company did not have any employees during the financial year covered by these statements. The Company recognized $ NIL (Previous Year : $ 95,148/-) for the provident and superannuation fund contributions in the statement of profit and loss. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees'' Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days'' salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 15 years and equivalent to one month''s salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 15 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

2.2 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

2.3 Related Party Disclosures :

a) Related Parties and their relationships :

i) Associates Kalyani Steels Limited

Kalyani Investment Company Limited

KSL Holdings Private Limited

Epicenter Technologies Private Limited

Kalyani Agro Corporation Limited

Carpenter Kalyani Special Alloys Private Limited

Kalyani Financial Services Limited

Nandi Engineering Limited

Synise Technologies Limited

ii) Joint Ventures Automotive Axles Limited

Meritor HVS India Limited Seinumero Machine Tools Limited M/s Sundaram Enterprises

2.4 At the request of Nandi Economic Corridor Enterprises Ltd. (NECE), the Company has renegotiated the interest terms in respect of long term loan of $1,160,520,067 granted to NECE and reduced the rate of interest chargeable on the said loan from 12% p.a. to 6% p.a. with retrospective effect from 1st April, 2012. The excess interest of $ 69,631,204 charged to NECE has accordingly been written off.

2.5 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

2.6 Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2013. The Company is in the process of completing the required legal processes.

2.7 3,000,000 6 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 31st December, 2013.

2.8 3,500,000 11 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

2.9 Of the 11,600,000 0% Fully Convertible Debentures (FCD) of $ 100/- each fully paid of Kalyani Financial Services Limited, 6,330,000 FCDs are compulsorily convertible into Equity Shares of $10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021, while 5,270,000 FCDs are compulsorily convertible into such number of fully paid Equity Shares of $ 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

2.10 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2012

As at As at

31st March, 2012 31st March, 2011

$ $

1.1 Contingent Liabilities not provided for :

Corporate Guarantee given on behalf of other company 90,000,000 90,000,000 Liability on account of conveyance deed of the ownership premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet. The Company has incurred expenditure of Rs.2,911,223 during the year ended 31st March, 2012 on conveyance of the property, which has been recognised in the Statement of Profit and Loss.

Unascertainable Unascertainable

1.2 Disclosure pursuant to Accounting Standard on 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognized $ 95,148/- (Previous Year : $ 177,420/-) for the provident and superannuation fund contributions in the profit and loss account. The contributions

payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees' Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days' salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 15 years and equivalent to one month's salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 15 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the financial statements for the year ended 31st March, 2012.

1.3 Segment Reporting :

The Company is a core investment company and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

1.4 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

1.5 Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2012. The Company is in the process of completing the required legal processes.

1.6 3,000,000 6 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 31st December, 2013.

1.7 Each of the 6,330,000 (Previous Year : 5,000,000) 8% Fully Convertible Debentures of $ 100/- each fully paid of Kalyani Financial Services Limited are compulsorily convertible into Equity Shares of $ 10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021.

1.8 The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

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Mar 31, 2011

Previous Year Rupees Rupees

1. Contingent liabilities not provided for in respect of :

Liability on account of conveyance deed of the ownership Unascertainable Unascertainable premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet.

Corporate Guarantee given on behalf of other company 90,000,000 90,000,000

Estimated amount of contracts remaining to be executed on - 5,988,000

capital account and not provided for

2. Disclosure pursuant to Accounting Standard - 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognized S 177,420/- (Previous Year : Rs. 169,619/-) for the provident and superannuation fund contributions in the profit and loss account. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 15 years and equivalent to one months salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 15 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

c) Other Long Term Employee Benefits :

The table below gives summary of the Companys obligations for other long term employee benefits in the form of compensated absences.

3. The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. Related Party Disclosures :

A. Related Parties and their Relationship

1 Associates a) Kalyani Steels Limited

b) Kalyani Financial Services Limited

c) Kalyani Investment Company Limited

2 Joint Venture a) Meritor HVS India Limited

b) M/s Sundaram Enterprises

5. Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2011. The Company is in the process of completing the required legal processes.

6. In pursuance of the Composite Scheme of Arrangement, sanctioned by the High Court of the judicature at Bombay, vide Order dated 12th March, 2010, the Company has received allotment of 1,705,237 Equity Shares of Rs.10/- each, fully paid, in Kalyani Investment Company Limited, in the ratio of one such share for every ten shares of Kalyani Steels Limited, held by the Company on the record date being 23rd April, 2010. The cost of acquisition of shares of Kalyani Steels Limited has accordingly been adjusted in the books of the Company.

7. Each of the 5,000,000 8% Fully Convertible Debentures of Rs. 100/- each fully paid of Kalyani Financial Services Limited are compulsorily convertible into Equity Shares of Rs. 10/- each fully paid up at a premium of Rs. 20/- per share on or before 31st March, 2021.

8. In the absence of any notification by the Central Government, as to the rate and effective date for payment of cess under section 441A of the Companies Act, 1956, no provision, for the same, has been made in these accounts.

9. Since the statement of cash flows has been drawn up for the first time by the Company, corresponding figures for the previous year have not been given therein.

10. Previous years figures have been regrouped and rearranged, wherever necessary.

11. Balance Sheet Abstract and the Companys General Business Profile is attached, herewith.

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Mar 31, 2010

A. Company Overview :

a) BF Investment Limited, is a public limited company incorporated on 26th May, 2009. The Company received the Certificate of Commencement of Business on 20th July, 2009. The Company is an investment company and it is also engaged in the business of real estate.

b) In a Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as per Order dated 5* February, 2010, Bhalchandra Investment Limited, Forge Investment Limited, Mundhwa Investment Limited, Jalakumbhi Investment and Finance Limited, Jalakamal Investment and Finance Limited and Kalyani Utilities Development Limited (the Amalgamating Companies) amalgamated with BF Utilities Limited (the Amalgamated Company and the Demerged Company) with retrospective effect from the Appointed Date, being 1st April, 2009. The Investment Business Under- taking of BF Utilities Limited was transferred to and vested in BF Investment Limited (the Resulting Company), on going concern basis, with retrospective effect from the Appointed Date, being 1st April, 2009. The Investment Business Undertaking comprised all investment and real estate business as also all the assets and properties, whether moveable or immoveable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent and liabilities, which relate thereto or are necessary therefor, as specified in the Scheme.

c) The said Scheme became effective from 26th February 2010 (the Effective Date) upon which, the Business of the Investment Business Undertaking together with all related assets and liabilities, as stated above, was deemed to have been transferred to and vested in the Company with retrospective effect from 1st April 2009.

d) The Business of the Investment Business Undertaking was deemed to have been carried out by BF Utilities Limited, in trust for the Company from the Appointed Date till the Effective Date. Any income or profit accruing or arising to BF Utilities Limited in relation to the Investment Business Undertaking and all costs, charges, expenses and losses incurred by BF Utilities Limited, in relation to the said undertaking, are for all purposes, to be treated as the income, profits, costs, charges, expenses and losses, as the case may be of BF Investment Limited in accordance with the Scheme. Accordingly, these financial statements incorporate the result of the activities carried out by BF Utilities Limited in trust for the Company from 1st April, 2009 to 26th February, 2010.

e) The Company is a Core Investment Company holding 90% of its assets in investments in shares of or debts in Croup Companies. In view of the interpretation of the extant regulatory frame work applicable to core investment compa- nies, as could be seen in the Press Release No. 2009-2010/1428 dated 21st April, 2010, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

Rupees 1. Contingent liabilities not provided for in respect of : Liability on account of conveyance deed of the ownership premises of the Company at Antariksha Bhawan, New Delhi has been executed as yet. Unascertainable Corporate Guarantee given on behalf of other company 90,000,000 Estimated amount of contracts remaining to be executed on capital account and not provided for 5,988,000

2In the Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as stated, hereinabove, the Investment Business Undertaking of BF Utilities Limited was transferred to and vested in BF Investment Limited, on going concern basis, with retrospective effect from the Appointed Date, being 1st April, 2009. Consequently, the business of the said undertaking, alongwith the under mentioned assets and liabilities stand transferred in favour of the Company, which have been accounted for in the method and manner, prescribed in the above mentioned Scheme.

3. a) In terms of the said Composite Scheme of Arrangement, the Company has alloted 37,667,628 Equity Shares of Rs. 5/- each, fully paid up (the New Equity Shares) to the shareholders of BF Utilities Limited, whose names appeared in the register of members on the Record Date, fixed for this purpose, which was 12th March, 2010. Thus all the said equity shares have been allotted by the Company for consideration, other than cash.

b) Simultaneously with the issue and allotment of the New Equity Shares by the Company, the 4,000,000 Equity Shares of Rs. 5/- each, issued to the subscribers to the Memorandum of Association and transferred to the Company in the said Scheme are cancelled on 15th March, 2010.

4. This being, the first year, since incorporation, no statement of cash flows has been drawn up.

5. Disclosure pursuant to Accounting Standard - 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognized Rs. 169,619/- for the provident and superannuation fund contributions in the profit and loss account. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees Croup Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 1 5 days salary payable for each completed year of service or part thereof, in excess of six months. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the financial statements for the year ended 31st March, 2010.

6. Fixed Deposits Receipts for an aggregate amount of Rs. 165,000,000/- have been pledged with banks in respect of loans borrowed by Nandi Highway Developers Limited.

7. The amount of Rs. 81,527,043/- receivable from BF Utilities Limited in respect of transactions from the Appointed Date and Effective Date as per the Composite Scheme of Arrangement, referred to hereinbefore, has been included under "Advances recoverable in cash or in kind or for value to be received."

8. Eventhough, the Company is not required to obtain the Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934, it has set aside amount to Reserve Fund as required under Section 45-IC of the said Act, on prudent basis.

9. Dues to Micro, Small and Medium Enterprises :

The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

10. There are no "Related Parties," within the meaning of the Accounting Standard - 18 on "Related Party Disclosures."

11. In the absence of any notification by the Central Government, as to the rate and effective date for payment of cess under section 441A of the Companies Act, 1956, no provision, for the same, has been made in these accounts.

12. This being the first year, since incorporation, the question of giving figures pertaining to previous year does not arise.

13. Balance Sheet Abstract and the Companys General Business Profile is attached, herewith.