Notes to Accounts of HB Portfolio Ltd.

Mar 31, 2025

3.1 / Provisions ana contingent Liabilities

Provisions are recognised when there is a present obligation as a result of a past
event, and it is probable that an outflow of resources embodying eoonomic benefits
will bo required to settle the obligation and there is a reliable estimate of the amount
of the obligation. Provisions are reviewed at each balance sheet date and adjusted to
reflect the current best estimate.

A disclosure for contingent liabilities is made where there is a possible obligation or a
present obligation ttiat may probably not require an outflow of resources. When there
is a possible or a present obligation where the likelihood of outflow of resources is
remote, no provision or disclosure is made

3.18 Exceptional items

When items of Income and expenses within profit or loss from ordinary activities
are of such size, nature or incidence that their disclosure is relevant to explain the
performance of the enterprise for the period, the nature and amount of such items is
disclosed separately as Exceptional items.

3.19 Earning per share

I he Company reports basic and diluted earnings per equity share. Basic earnings per
equity share have computed by dividing net profiWoss attributable to the equity share
holders for the year by the weighted average number of equity shares outstanding
during the year Diluted earnings per equity share have been computed by dividing
the net profit attributable to the equity share holders after giving impact of dilutive
potential equity shares for the year by the weighted average number of equity shares
and dilutive potential equity shares outstanding during the year, except where the
results are anti-dilutive.

3.20 Recent accounting development

Ministry of Corporate Affairs (“MCA’'') notifies new standards or amendments to the
existing standards under Companies (Indian Accounting Standards) Rules as issued
from time to time. For the year ended March 31.2024, MCA has not notified any new
standards or amendments to the existing standards applicable to the Company.

General Reserve

General Reserve represents the statutory reserve. This is in accordance with Indian
Corporate Law where in a portion of profit is apportioned to General Reserve. Under
Companies Act, 1956, it was manadatory to transfer amount before a company can declare
dividend However, under companies Act. 2013 transfer of any amount to general reserve
is at the dscreation of the company.

Securities Premium

Securities premium represents amount received In excess of face value of the equity
shares, The Secunties premium can be applied by the company for limited purposes such
as issuance of bonus shares, buy back of shares etc in accordance with the provisions of
Section 52 of the Companies Act 2013.

Stautory Rosorve

The Statutory reserve represents reserve specifically created u/s 45 IC of Reserve Bank
of India (Amendment) Act 1997 Since the company is no more engage in Non-Banking
Financial (NBFC) activities, the said reserve (which was originally created out of retained
earnings) have been reclassified/transferred back to retained earnings.

Rotainod Earnings

Retained earnings or accumulated surplus represents total of all profits retained since
Company''s Inception. Retained earnings are credited with current year profits, reduced
by losses, if any, dividend payouts, transfers to General reserve or any such other
appropriations to specific reserves.

Equity Instruments through Other Comprehensive income.

The Company has elected to recognise changes in the fair value of certain Investments
In equity securities In other comprehensive income. These changes are accumulated
within the FVTOCI equity investments reserve within equity. The Company transfers
amounts from this reserve to retained earnings when the relevant equity securities are
derecognised.

Other Comprehensive Income-Remeasurement gain/ (losses) on defined benefit
plan

The Company recognises change on account of remeasurement of the net defined benefit
llability/(asset) as part of other comprehensive income.

16.1 Vehicle Loan from HDFC bank is secured against vehicle financed. The Rate of
interest is 7.00% P.A. The amount is repayable in 60 monthly instalments The last
instalment is due in November. 2026

16.2 Vehicle Loan from HDFC bank Is secured against vehicle financed. The Rate of
Interest is 7.20% P.A. The amount is repayable in 60 monthly instalments. The last
instalment is due in July, 2026.

- The company has not defaulted on any loans payable dunng the year,

39. Financial Risk Management
Financial risk factors

The Company''s principal financial liabilities, comprise borrowings and other payables. The
main purpose of these financial liabilities is to purchase certain fixed assets and other
liabilities incurred during the ordianary course of Company''s operations The Company''s
principal financial assets include Investments, inter corporate deposits, loans, cash and
cash equivalents and other receivables The Company''s activities expose it to a variety of
financial risks:

I. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market prices. Market prices comprise three
types of risk: currency rate risk, Interest rate risk and other price risks, such as
commodity risk. Financial instruments affected by market risk Include loans and
borrowings, deposits, investments.

The company is exposed to market risk primarily related to the market value of its
investments.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of Financial
Instruments will fluctuate because of change in market interest rates.The company
does not have exposure to the risk of changes m market interest rate as it has debt
obligations with fixed Interest rates which are measured at amortised cost.

Currency risk

Currently company does not have transaction in foreign currencies and hence the
company is not exposed to currency risk.

Equity Price Risk

(a) Exposure

1 he company is exposed to equity price risk arising from Investments held by
the company and classified in the balance sheet as fair value through OCI. To
manage its price risk arising from investment in equity securities, the company
diversifies its portfolio. The majority of the company''s equity instruments are
listed on the Bombay stock exchange (BSE) or the National stock exchange
(NSE) in India.

hi. uapnai risk Management

The Company aim to manage its capital efficiently so as to safeguard its ability to continue
as a going concern and to optimise returns to shareholders.

The capital structure of the Company Is based on management''s judgement of the
appropriate balance of key elements in order to meet its strategic and day-to-day needs.
The Company''s primary objective when managing capital is to ensure the amount of capital
In proportion to risk and manage the capital structure in light of changes in economic
conditions and the risk characteristics of the underlying assets In order to maintain or
adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with a tocus
on total equity so as to maintain investor, creditors and market confidence and to sustain
future development and growth of its business. The Company will take appropriate steps in
order to maintain, or if necessary adiust, its capital structure.

The Company monitors capital using a gearing ratio, which is net debt divided by total
capital. Net debt is calculated as loans and borrowings less cash and cash equivalents.
The Gearing ratio for FY 2024-25 and 2023-24 is an under:

vii 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 entitles 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

viii 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 Group 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.

ix The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules.
2017 for the financial years ended March 31, 2025 and March 31,2024.

x The Company has not any such transaction which is not recorded In the books of accounts that has been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (such as. search or survey or any other relevant provisions of the Income Tax Act, 1961

50. The Previous year figures have been regrouped/reclasslfied.wherever necessary to confirm to the Current Year''s presentation.

The accompanying notes form an Integral part of the Standalone Financial Statements
As Per our Report of even date attached

FOR N. C. AGGARWAL & CO. FOR AND ON BEHALF OF THE

CHARTERED ACCOUNTANTS BOARD OF DIRECTORS OF

Firm Registration Number: 003273N HB PORTFOLIO LIMITED

Sd/- Sd/- Sd/-

G. K. AGGARWAL ANIL GOYAL LALIT BHASIN

(PARTNER) (MANAGING DIRECTOR) (DIRECTOR)

Membership No. : 086622 DIN. 00001938 DIN: 000D2114

Sd/- Sd/-

ASHOK KUMAR MOHITCHAUHAN

Place: Gurugram (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY)

Date : 26th May. 2025 (M. No.: ACS-53839)

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Mar 31, 2024

15.1 Vehicle Loan from HDFC bank is secured against vehicle financed. The Rate of interest is 7.00% P.A. The amount is repayable in 60 monthly instalments. The last instalment is due in November, 2026.

15.2 Vehicle Loan from HDFC bank is secured against vehicle financed. The Rate of interest is 7.20% P.A. The amount is repayable in 60 monthly instalments. The last instalment is due in July, 2026.

e. Terms / Rights attached to the Equity Shares

Issued Share capital of the Company has only one class of shares referred to as equity shares having Par value of ''10/.Each holder of Equity Shares is entitled to One vote per share. In the event of the Liquidation of the company,the holder of equity shares will be entitled to receive any of the remaining assets of the company,after distribution of all Preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by shareholders at the Annual General Meeting.

h. Aggregate number of share issued in cash/ share issued pursuant to contract without payment being received in cash during the period of five years immedietaly preceedings the reporting date

No share was issued in cash/ share issued pursuant to contract without payment being received in cash during the period of five years immediately preceeding the reporting date. No shares were alloted as fully paid up bonus shares during the period of five years immediately preceeding the reporting date. There has been no buy back of shares during the period of five years immediately preceeding the reporting date.

i. Dividend

Final dividend distribution to shareholder is recognised as a liability in the period in which dividend is approved by the shareholders.

During the year, the Board of Directors of the company has paid interim dividend of Rs. 1/- per equity share (previous year Rs. 0.80/-). Dividend paid is recognised directly in other equity.

Companies are required to pay/ distribute dividend after deducting applicable taxes. The remittance of dividend outside India is governed by indian law on foreign exchange and is also subject to withholding tax at applicable rates.

Description of the nature and purpose of Other Equity:

General Reserve

General Reserve represents the statutory reserve. This is in accordance with Indian Corporate Law where in a portion of profit is apportioned to General Reserve. Under Companies Act, 1956, it was manadatory to transfer amount before a company can declare dividend. However, under companies Act, 2013 transfer of any amount to general reserve is at the discreation of the company.

Securities Premium

Securities premium represents amount received in excess of face value of the equity shares. The Securities premium can be applied by the company for limited purposes such as issuance of bonus shares, buy back of shares etc. in accordance with the provisions of Section 52 of the Companies Act, 2013.

Stautory Reserve

The Statutory reserve represents reserve specifically created u/s 45 IC of Reserve Bank of India (Amendment) Act, 1997.

Retained Earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company''s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.

Equity Instruments through Other Comprehensive income.

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVTOCI equity investments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

Other Comprehensive Income-Remeasurement gain/ (losses) on defined benefit plan

The Company recognises change on account of remeasurement of the net defined benefit liability/(asset) as part of other comprehensive income.

Consequant to the above mentioned diversification of business, the company does not require registration under section 45IA of the Reserve Bank of India Act, 1934 and the provisions of “Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 and other regulation as applicable to the NBFC including disclosure requirement are not applicable.

40. Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The company has adequate cash and bank balances. The company monitors its capital by careful scrutiny of the cash and bank balances, and a regular assessment of any debt requirements. In the absence of any significant amount of debt, the maintenance of debt equity ratio etc. may not be of any relevance to the Company.

41. Financial Risk Management Financial risk factors

36. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

CONTINGENT LIABILITIES: Nil (Previous Year Nil)

37. DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

To the extent information available with the company,it has no dues to the Micro,Small and medium enterprises as at 31st March, 2024 and 31st March, 2023.

The Company''s principal financial liabilities, comprise borrowings and other payables. The main purpose of these financial liabilities is to purchase certain fixed assets and other liabilities incurred during the ordianary course of Company''s operations. The Company''s principal financial assets include Investments, inter corporate deposits, loans, cash and cash equivalents and other receivables. The Company''s activities expose it to a variety of financial risks:

I. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments.

The company is exposed to market risk primarily related to the market value of its investments.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of Financial Instruments will fluctuate because of change in market interest rates.The company does not have exposure to the risk of changes in market interest rate as it has debt obligations with fixed interest rates which are measured at amortised cost.

Currency risk

Currently company does not have transaction in foreign currencies and hence the company is not exposed to currency risk.

Equity Price Risk

(a) Exposure

The company is exposed to equity price risk arising from Investments held by the company and classified in the balance sheet as fair value through OCI. To manage its price risk arising from investment in equity securities, the company diversifies its portfolio. The majority of the company''s equity instruments are listed on the Bombay stock exchange (BSE) or the National stock exchange (NSE) in India.

(b) Sensitivity analysis- Equity price risk

The table below sumarise the impact of increase/ decrease of the index on the company''s equity and the profit for the period. The analysis is based on the assumption that the equity/ index had increased by 2% or decreased by 2% with all other variable held constant, and that all the company''s equity instruments moved in line with the Index.

In the earlier years, the Company had made an application to Reserve Bank of India (RBI) for issue of Certificate of Registration under Section 45IA of the Reserve Bank of India Act, 1934 as a Non Banking Financial Company (NBFC). However, Reserve Bank of India advised the Company to resubmit the application with some documents and latest financials which the company complied. Subsequently, Reserve Bank of India asked the company to re-submit the application due to some procedural issues which was also done by the company. So far, the Company has not received any reply from the Reserve Bank of India. To ensure the Company''s well being and its growth, the Board of Directors of the Company in the earlier years took steps to diversify its business and the Company altered the object clause of Memorandum and Articles of Association by including commodity trading business besides investment and finance.

II. Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.The company is exposed to credit risk from its financing activities towards inter corporate loans where no significant impact on credit risk has been identified.

III. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.The Company manages its liquidity requirement by analysing the maturity pattern of Company''s cash flows of financial assets and financial liabilities.

The table below summarises the maturity profile of the undiscounted cash flows of the Company''s financial assets and liabilities.

43. Fair values

The management assessed that Fair Values of Financial Assets and Liabilities are approximately their carrying values.

44. Fair value hierarchy

The company determines fair values of its financial instruments according to the following hierarchy:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: techniques which use Inputs that have a significant effect on the recorded fair value that are not based on observable market data.

45. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

46. The Company does not have any pending litigation which would impact its financial position.

47. Lease:

Expenses recognised in the statement of profit & loss in respect of short term lease for Rs. Nil (PY Rs. 8.61 Lakhs)

48. Segment Reporting:

Operating Segments: -

In accordance with Ind AS 108 on Segment Reporting, the Group has identified three business segments i.e. Financial Services and Commodities Trading. These divisions offer different products and services, and are managed separately based on the company''s management.

49. The Company is required to spent Rs. Nil (Previous year Rs. 8.69 Lakhs ) on Corporate Social Responsibility(CSR) activities during the year. Amount spent during the year Rs. Nil (Previous Year Rs. 11.00 Lakhs).

50. The Company holds 28094 equity shares in its name as trustee in its depository account. These shares are a result of fractional entitlement under its Scheme of Arrangement.

51. During the year, the Company does not fall into the category of “Non Banking Financial Companies” as per RBI guidelines, therefore disclosure of Tier 1, Tier 2 and Leverage coverage ratio are not applicable to the company.

52. Other statutory information

i The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

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

Note: - In the absence of purchase price of share held by struck off companies face value is considered for reporting purpose.

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

v The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

vi 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

vii 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 Group 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,

viii The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 for the financial years ended March 31, 2024 and March 31,2023.

ix The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

53. The Previous year figures have been regrouped/reclassified,wherever necessary to confirm to the Current Year’s presentation.

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Mar 31, 2015

1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) Contingent Liabilities

(a) Guarantees given on behalf of Subsidiary Company, HB Securities Limited Rs. 15,00,00,000/- (Previous Year Rs. 15,00,00,000/-)

Commitments

(b) Rs. 1,25,00,000/- (Previous Year Rs. 1,25,00,000) on account of uncalled call money in respect of Partly Paid up Shares.

2. SEGMENT REPORTING

In the opinion of Management there are no separate reportable segments as per Accounting Standard Segment reporting (AS-17).

3. DISCLOSURE PURSUANT TO ACCOUNTING STANDARD AS-19 FOR LEASES

Operating Lease

a) Particulars of the minimum lease payments under Operating Lease:-

Not Later than One year Rs. 9,67,692/- (Previous Year Rs. 9,67,692/-)

Later than one year but not Rs. NIL (Previous Year Rs. NIL)

Later than five years

Later than five years Rs. NIL (Previous Year Rs. NIL)

b) Minimum lease payments recognised in the statement of profit & loss account during the year ended 31st March 2015 is Rs. 9,67,692/- (Previous Year Rs. 9,67,692/-).

c) General description of the lease arrangement.

* The Lessee shall not sublet or otherwise part with possession of a part or whole of the premise without the previous consent in writing of the lessor.

* The Lessee shall use the premises for commercial purposes only.

4. DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES

To the extent information available with the Company, it has no dues to the Micro, Small and Medium enterprises as at 31st March, 2015 and 31st March, 2014.

5. The Company made an application for issue of Certificate of Registration with Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934. The application of the Company was, however, returned by RBI vide its letter dated December 24, 2004 with an advice to resubmit the application on the completion of SEBI's enquiry against the group companies. In an Appeal filed by the Company before the Appellate Authority (in the Ministry of Finance) against the aforesaid decision of RBI, the Appellate Authority vide its Order dated September 25, 2006, directed the Company to resubmit the application along with the latest balance sheets and other relevant details within 30 days to RBI and RBI to thereafter decide the case by obtaining necessary response from SEBI within 3 months from the date of receipt of the Order. The Company resubmitted its application to RBI's Regional Office at New Delhi on 23rd October, 2006 as per the aforesaid directions of the Appellate Authority. Additional details / documents / clarifications as required by RBI from time to time were submitted.

The Company vide its letters dated 11th October, 2010 and 29th January, 2011 intimated the RBI about the disposal of pending proceeding by the SEBI and also furnished copy of SEBI orders. The RBI vide its letter dated 29th March, 2011 advised the Company to make a fresh application for issue of Certificate of Registration. As directed by RBI, the Company filed a fresh application on 20th June, 2011.The necessary queries / information raised / sought by RBI from time to time were filed.

Thereafter, the Company was advised by the Reserve Bank of India vide its letter dated 30th January, 2013 to file fresh application for registration as NBFC and accordingly the Company submitted the fresh application along with required documents / information on 29th July, 2013. The Reserve Bank of India again returned the application for submission of additional documents / information vide its letter dated 16th August, 2013 and accordingly the Company submitted the fresh application along with required documents / information on 19th March, 2014. The information / clarifications sought thereafter by RBI have also been submitted by the Company.

6. In view of the above facts, the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007) as Superseded by "Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 201 5 are yet to be applicable to the Company. However, as a matter of prudent and proper practice, disclosure of details as required by Para 13 of aforesaid directions is being given. Similarly the transfer of profit to Reserve Fund as required by Reserve Bank of India (Amendment) Act, 1997 is also being made.

7. During the year, the Company has revised depreciation rates on fixed assets as per the useful life specified in Schedule II to the Companies Act, 2013. Based on the Current estimates, depreciation of Rs. 52,706/- on account of assets whose useful life has already exhaushed as on April 1, 2014 has been added to the depreciation for the year ended March 31,2015.

Due to aforesaid revision in depreciation rates, depreciation for the year as charged in the Profit & Loss account is higher by Rs. 85,719/-.

8. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

9. The Company does not have any pending litigation which would impact its financial position.

10. The Previous year figures have been regrouped/reclassified,wherever necessary to conform to the Current Year's presentation.

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Mar 31, 2014

1. SHARE CAPITAL

- Issued Share capital of the Company has only one class of shares referred to as equity shares having Par value of Rs. 10/. Each holder of Equity Shares is entitled to One vote per share.

- Reconcilation of the number of shares outstanding and Amount of Share Capital as on 31st March, 2014 & 31st March, 2013 is as under:

- Particulars of Shares in the company held by each shareholder holding more than 5% shares:

- In the event of the Liquidation of the company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all Preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

2. RESERVES AND SURPLUS

(*) Created by way of transfer of specified percentage of profits as per section 45IC of Reserve Bank of India (Amendment) Act,1997. Appropriation from Reserves shall be for the purposes as may be specified by Reserve Bank of India.

* The Loan taken is at Interest rate of 9.5%

- Maturity Profile of Secured Term Loan from banks are as under:

3.INVESTMENTS

1. Aggregate Amount of Quoted Investments 150010674 25903528/

2. Market Value of Quoted Investments 209864961 454393197

3. Aggregate Amount of Unquoted Investments 668819586 535270275

4. Investment Costing Rs. 13,67,54,711/- (Previous Year Rs. 7,82,66,119/-) were lying Pledged/given as Margin as at the year end

5. In the opinion of the management no provision is required for Diminution amounting to Rs. 1,02,88,370/- (Previous Year Rs. 98,54,719/-) in the value of some of the Long term/Non curren investment, as the same is considered to be temporary.

6. Market Value of Shares listed but not Quoted have been taken at cost.

4. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) Contingent Liabilities

(a) Guarantees given on behalf of Subsidiary Company HB Securities Limited Rs. 15,00,00,000/- (Previous Year Rs. 15,00,00,000/-)

Commitments

(a) Rs. 1,25,00,000/- (Previous Year Rs. 1,25,00,000) on account of uncalled call money in respect of Partly Paid up Shares.

5. RELATED PARTY TRANSACTIONS

A. List of related parties with whom transactions have taken place and relationship:

a) Subsidiaries.

1. HB Securities Limited 2. HB Corporate Services Limited

b) Key Managerial Personnel

1. Shri Anil Goyal, Managing Director

c) Person having control/significant influence /major shareholders

1. Shri Lalit Bhasin

d) Enterprises over which control/significant influence exist of the relatives of persons mentioned in (c) above :-

1. RRB Master Securities Delhi Ltd.

e) Companies under direct or indirect common control/significant influence:

1. HB Stockholdings Ltd. 2. HB Estate Developers Ltd. 3. RRB Masterholdings Ltd. 4. RRB Securities Ltd.

f) Associates

1. Merwanjee Securities Ltd. 2. Taurus Asset Management Co.Ltd 3. Pisces Portfolios Private Limited

B. Figures in brackets related to previous year.

c. Disclosure in respect of outstanding closing balance of related party transactions.

i) Security Deposit given includes Rs. 3,45,00,000/- (Previous year Rs. 3,45,00,000/-) to HB Estate Developers Ltd.

ii) Loan and advances includes loan of Rs. 9,00,00,000/- (Previous year Rs. 9,00,00,000/-) to HB Estate Developers Ltd, Margin Money of Rs. Nil (Previous Year Rs. 1,82,50,000) to RRB Master Securities (Delhi) Ltd. and advances against Share Application Money of Rs. 3,72,50,000/- (Previous year Rs. 4,06,50,000/- ) to HB Securities Ltd.; Rs. 2,00,00,000/- (Previous year Rs. 2,00,00,000/-) to HB Corporate Services Ltd. and Rs. 1,00,00,000/- (Previous year 1,00,00,000/-) to Merwanjee Securities Ltd.

iii) Expenses recoverable includes Rs. 86,386/- (Previous year Rs. 76,268/) from HB Corporate Services Ltd.

iv) Interest receivable includes Rs. 48,46,685/- (Previous year Rs. 48,46,685/--) from HB Estate Developers Ltd.

v) Guarantee given in respect of HB Securities Ltd. Rs. 15,00,00,000/- (Previous year Rs. 15,00,00,000/- ) vi) Trade Receivables includes Rs. 98,49,004/- (Previous Year Rs. 3,61,13,388/-) due from RRB Master securities (Delhi) Ltd.

6. SEGMENT REPORTING

In the opinion of Management there are no separate reportable segments as per Accounting Standard Segment reporting (AS-17).

7. DISCLOSURE PURSUANT TO ACCOUNTING STANDARD-15

8. DISCLOSURE PURSUANT TO ACCOUNTING STANDARD AS-19 FOR LEASES: - Operating Lease

a) Particulars of the minimum lease payments under Operating Lease:-

Later than One year Rs. 9,67,692/- (Previous Year Rs. 9,67,692/-)

Later than one year Rs. NIL (Previous Year Rs. NIL) but not

Later than five years

Later than five years Rs. NIL (Previous Year Rs. NIL)

b) Minimum lease payments recognised in the statement of profit & loss account during the year ended 31st March 2014 is Rs. 9,67,692/- (Previous Year Rs. 9,67,692/-).

c) General description of the lease arrangement.

- The Lessee shall not sublet or otherwise part with possession of a part or whole of the premise without the previous consent in writing of the lessor.

- The lessee shall use the premises for commercial purposes only.

9. Due to Micro, Small and Medium Enterprises

To the extent information available with the company, it has no dues to the Micro, Small and medium enterprises as at 31st March, 2014 and 31st March, 2013.

ii) Year to which dividend relates 2012-13 2011-12

10. The company made an application for issue of Certificate of Registration with Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934. The application of the company was, however, returned by RBI vide its letter dated December 24, 2004 with an advice to resubmit the application on the completion of SEBI''s enquiry against the group companies. In an Appeal filed by the company before the Appellate Authority (in the Ministry of Finance) against the aforesaid decision of RBI, the Appellate Authority vide its Order dated September 25, 2006, directed the company to resubmit the application along with the latest balance sheets and other relevant details within 30 days to RBI and RBI to thereafter decide the case by obtaining necessary response from SEBI within 3 months from the date of receipt of the Order. The company resubmitted its application to RBI''s Regional Office at New Delhi on 23rd October 2006 as per the aforesaid directions of the Appellate Authority. Additional details / documents / clarifications as required by RBI from time to time were submitted.

The company vide its letters dated 11th October, 2010 and 29th January, 2011 intimated the RBI about the disposal of pending proceeding by the SEBI and also furnished copy of SEBI orders. The RBI vide its letter dated 29th March, 2011 advised the company to make a fresh application for issue of Certificate of Registration. As directed by RBI, the company filed a fresh application on 20th June 2011. The necessary queries/information raised/sought by RBI from time to time were filed.

Thereafter, the company was advised by the Reserve Bank of India vide its letter dated 30th January, 2013 to file fresh application for registration as NBFC and accordingly the company submitted the fresh application along with required documents/information on 29th July, 2013. The Reserve Bank of India again returned the application for submission of additional documents/information vide its letter dated 16th August, 2013 and accordingly the company submitted the fresh application along with required documents/information on 19th March, 2014. The information/clarifications sought thereafter by RBI have also been submitted by the company.

1. In view of the above facts, the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007) are yet to be applicable to the company. However, as a matter of prudent and proper practice, disclosure of details as required by Para 13 of aforesaid directions is being given. Similarly the transfer of profit to Reserve Fund as required by Reserve Bank of India (Amendment) Act, 1997 is also being made.

11. Schedule as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

Additional Disclosure as per Para 10 of aforesaid Directions

* The company has made certain investments in equity shares of the companies which are in the real estate sector. The same are reflected in the Balance Sheet. However, since these investments are not Mortgage backed securities/other securitized exposures, the same are not mentioned here.

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Mar 31, 2013

1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

Contingent Liabilities

(a) Guarantees given on behalf of Subsidiary Company HB Securities Limited Rs. 15,00,00,000/- (Previous Year Rs. 15,00,00,000/-)

(b) Income Tax demand Rs. Nil/-(Previous year Rs. 36,23,154/-) against which the company has preferred appeal before the appropriate authorities.

Commitments

(a) Rs. 1,25,00,000 (Previous Year Rs. Nil) on Account of Uncalled Money in Respect of Partly Paid up shares.

2 QUANTITATIVE DETAILS

Quantitative information in respect of Investments in securities:''

3. RELATED PARTY TRANSACTIONS

3.1 List of related parties with whom transactions have taken place and relationship:

a) Subsidiaries.

1. HB Securities Limited

2. HB Corporate Services Limited

b) Key Managerial Personnel

1 Shri Anil Goyal, Managing Director

c) Person having control/significant influence /major shareholders 1. Shri Lalit Bhasin

d) Enterprises over which control/significant influence exist of the relatives of persons mentioned in(c ) above :- 1 RRB Master Securities Delhi Ltd.

e) Companies under direct or indirect common control/significant influence:

1. HB Stockholdings Ltd.

2. HB Estate Developers Ltd.

3. RRB Master Holdings Ltd.

4. RRB Securities Ltd.

f) Associates

1. Merwanjee Securities Ltd.

2. Taurus Asset Management Co. Ltd.

3.2 Disclosure in respect of outstanding closing balance of related party transactions.

i) Trade payable includes Rs. Nil (Previous year 1,00,12,022/-) to RRB Master Securities (Delhi) Ltd.

ii) Security Deposit given includes Rs. 3,45,00,000/- (Previous year Rs. 3,45,00,000/- ) to HB Estate Developers Ltd.

iii) Loan and advances includes loan of Rs. 9,00,00,000/- (Previous year Rs. 9,00,00,000/-) to HB Estate Developers Ltd,Margin Money of Rs. 1,82,50,000 (Previous Year Rs. Nil) to RRB Master Securities (Delhi) Ltd. and advances against Share Application Money of Rs. 4,06,50,000/- (Previous year Rs. 4,95,00,000/- ) to HB Securities Ltd.; Rs. 2,00,00,000/- (Previous year Rs. 2,00,00,000/-) to HB Corporate Services Ltd. and Rs.1,00,00,000/- (Previous year Rs. 1,00,00,000/-) to Merwanjee Securities Ltd.

iv) Expenses recoverable includes Rs. 76,268/- (Previous year Rs. 60,350/-/) from HB Corporate Services Ltd.

v) Interest receivable includes Rs. 48,46,685/- (Previous year Rs. 24,23,343/--) from HB Estate Developers Ltd.

vi) Guarantee given in respect of HB Securities Ltd. Rs. 15,00,00,000/- (Previous year Rs. 15,00,00,000/- )

vii) Trade Receivables includes Rs. 3,61,13,388/- (Previous Year Rs. Nil/-) due from RRB Master securities (Delhi) Ltd.

4 SEGMENT REPORTING

In the opinion of Management there are no separate reportable segments as per Accounting Standard Segment reporting (AS-17).

5 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD AS-19 FOR LEASES:- Operating Lease

a) Particulars of the minimum lease payments under Operating Lease:- Not Later than One year Rs. 9,67,692/- (Previous Year Rs. 9,49,944/-) Later than one year but not Rs. NIL (Previous Year Rs. NIL)

Later than five years

Later than five years Rs. NIL (Previous Year Rs. NIL)

b) Minimum lease payments recognised in the statement of profit & loss account during the year ended 31st March 2013 is Rs. 9,67,692/- (Previous Year Rs. 9,49,944/-).

c) General description of the lease arrangement.

– The Lessee shall not sublet or otherwise part with possession of a part or whole of the premise without the previous consent in writing of the lessor. The lessee shall use the premises for commercial purposes only.

6 Due to Micro,Small and Medium Enterprises

To the extent information available with the company,it has no dues to the Micro,Small and medium enterprises as at 31st March, 2013 and 31st March, 2012.

7 Dividend paid to Non-Resident Shareholders:-

The Company has not remitted any dividend in foreign currency and does not have information as to the extent to which remirrance,if any,in foreing currency on account of dividends have been made by/on behalf of non-resident shareholders. The Particulars of dividend Paid to non-resident shareholders are as under:-

8 The company made an application for issue of Certificate of Registration with Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934. The application of the company was, however, returned by RBI vide its letter dated December 24, 2004 with an advice to resubmit the application on the completion of SEBI''s enquiry against the group companies. In an Appeal filed by the company before the Appellate Authority (in the Ministry of Finance) against the aforesaid decision of RBI, the Appellate Authority vide its Order dated September 25, 2006, directed the company to resubmit the application along with the latest balance sheets and other relevant details within 30 days to RBI and RBI to thereafter decide the case by obtaining necessary response from SEBI within 3 months from the date of receipt of the Order. The company resubmitted its application to RBI''s Regional Office at New Delhi on 23rd October 2006 as per the aforesaid directions of the Appellate Authority. Additional details / documents / clarifications as required by RBI from time to time were submitted.

The company vide its letters dated 11th October, 2010 and 29th January, 2011 intimated the RBI about the disposal of pending proceeding by the SEBI and also furnished copy of SEBI orders. The RBI vide its letter dated 29th March , 2011 advised the company to make a fresh application for issue of Certificate of Registration. As directed by RBI, the company filed a fresh application on 20th June 2011.The necessary queries/information raised/sought by RBI from time to time were filed.

The Company has now been advised by RBI to resubmit application with updated data and in accordance with Circular No. RBI/2012-13/319 DNBS.CC.PD.NO. 312/03.10.01/ 2012-13 dated December 7,2012. As advised by RBI,the company is in process of updating the data and resubmitting the same.

9.1 In view of the above facts, the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007) are yet to be applicable to the company. However, as a matter of prudent and proper practice, disclosure of details as required by Para 13 of aforesaid directions is being given. Similarly the transfer of profit to Reserve Fund as required by Reserve Bank of India (Amendment) Act, 1997 is also being made.

10 Schedule as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions,2007

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Mar 31, 2012

(*) Created by way of transfer of specified percentage of profits as per section 45IC of Reserve Bank of India (Amendment) Act,1997.Appropriation from Reserves shall be for the purposes as may be specified by Reserve Bank of India.

1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

(a) Guarantees given on behalf of Subsidiary Company HB Securities Limited Rs. 15,00,00,000/- (Previous Year Rs. 15,00,00,000/-)

(b) Income Tax demand Rs. 36,23,154/-(Previous year Rs. 36,23,154/-) against which the company has preferred appeal before the appropriate authorities.

2. RELATED PARTY TRANSACTIONS

2.1 List of related parties with whom transactions have taken place and relationship:

a) Subsidiaries.

1. HB Securities Limited

2. HB Corporate Services Limited

b) Key Managerial Personnel

1 Shri Anil Goyal ,Managing Director

c) Person having control/significant influence /major shareholders

1. Shri H.C. Bhasin (Expired on 07.12.2010)

2. Shri Lalit Bhasin

d) Enterprises over which control/significant influence exist of the relatives of persons mentioned in(c ) above :-

1 RRB Master Securities Delhi Ltd.

e) Companies under direct or indirect common control/significant influence:

1. HB Stockholdings Ltd.

2. HB Estate Developers Ltd.

3. RRB Masterholdings Ltd.

4. RRB Securities Ltd.

f) Associates

1. Merwanjee Securities Ltd.

2.2 Disclosure in respect of outstanding closing balance of related party transactions.

i) Trade payable includes Rs. 1,04,58,552/- (Previous year Nil) to RRB Master Securities (Delhi) Ltd.

ii) Security Deposit given includes Rs. 3,45,00,000/- (Previous year Rs. 3,45,00,000/

- ) to HB Estate Developers Ltd.

iii) Loan and advances includes loan of Rs. 9,00,00,000/- (Previous year Rs. 9,00,00,000/-) to HB Estate Developers Ltd.; Rs. Nil (Previous year Rs. 9,00,00,000/ - ) to HB Stockholdings Ltd. and advances against Share Application Money of Rs. 4,95,00,000/- (Previous year Nil) to HB Securities Ltd.; Rs. 2,00,00,000/- (Previous year Nil) to HB Corporate Services Ltd. and Rs. 1,00,00,000/- (Previous year Rs. 1,00,00,000/-) to Merwanjee Securities Ltd.

iv) Expenses recoverable includes Rs. 60,350/- (Previous year Rs. 36,135/-) from HB Corporate Services Ltd.

v) Interest receivable includes Rs. 24,23,343/- (Previous year Rs. 23,96,712/-) from HB Estate Developers Ltd. and Rs. Nil (Previous year Rs. 25,96,439/- from HB Stockholdings Ltd.

vi) Guarantee given in respect of HB Securities Ltd. Rs. 15,00,00,000/- (Previous year Rs. 15,00,00,000/- )

3 SEGMENT REPORTING

In the opinion of Management there are no separate reportable segments as per Accounting Standard Segment reporting (AS-17).

4 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD AS-19 FOR LEASES:- Operating Lease

a) Particulars of the minimum lease payments under Operating Lease:-

Not Later than One year Rs. 9,49,944/- (Previous Year Rs. 9,49,944/-)

Later than one year but not Rs. NIL (Previous Year Rs. NIL)

Later than five years

Later than five years Rs. NIL (Previous Year Rs. NIL)

b) Minimum lease payments recognised in the statement of profit & loss account during the year ended 31st March 2012 is Rs.9,49,944/- (Previous Year Rs. 9,49,944/-).

c) General description of the lease arrangement.

- The Lessee shall not sublet or otherwise part with possession of a part or whole of the premise without the previous consent in writing of the lessor.

- The lessee shall use the premises for commercial purposes only.

5 Due to Micro,Small and Medium Enterprises

To the extent information available with the company,it has no dues to the Micro,Small and medium enterprises as at 31st March,2012 and 31st March,2011.

6 The company made an application for issue of Certificate of Registration with Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934 so as to carry on the business of Non-Banking Financial Institution. The application of the company was, however, returned by RBI vide its letter dated December 24, 2004 with an advice to resubmit the application on the completion of SEBI's enquiry against the group companies. In an Appeal filed by the company before the Appellate Authority (in the Ministry of Finance) against the aforesaid decision of RBI, the Appellate Authority vide its Order dated September 25, 2006, directed the company to resubmit the application along with the latest balance sheets and other relevant details within 30 days to RBI and RBI to thereafter decide the case by obtaining necessary response from SEBI within 3 months from the date of receipt of the Order. The company resubmitted its application to RBI's Regional Office at New Delhi on 23rd October 2006 as per the aforesaid directions of the Appellate Authority. Additional details / documents / clarifications as required by RBI from time to time were submitted. The company vide its letters dated 11th October, 2010 and 29th January, 2011 intimated the RBI about the disposal of pending proceeding by the SEBI and also furnished copy of SEBI orders. The RBI vide its letter dated 29th March , 2011 advised the company to make a fresh application for issue of Certificate of Registration. As directed by RBI, the company filed a fresh application on 20th June 2011. The necessary queries/information raised/sought by RBI were filed by the company. The RBI has advised that the company should pass a specific Board Resolution to the effect that it shall not conduct the business of a non-banking financial institution till the grant of Certificate of Registration from Reserve Bank of India. The RBI vide its letter dated March 20, 2012 has returned the company's application with the advice to resubmit the application afresh at a later date based on the outcome of the board meeting. The management is in the process of taking necessary steps including seeking legal advice in the matter to arrive at an amicable solution.

7.1 In view of the above facts, the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007) are yet to be applicable to the company. However, as a matter of prudent and proper practice, disclosure of details as required by Para 13 of aforesaid directions is being given. Similarly the transfer of profit to Reserve Fund as required by Reserve Bank of India (Amendment) Act, 1997 is also being made.

8 The Board of directors in their meeting held on 1st Febuary, 2012 has increased the remuneration of managing director w.e.f 20th Feruary, 2012 The increase in remuneration is subject to approval of members in annual general meeting.

9 Schedule as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

* Break up Value in the case of unquoted companies has been taken on the basis of last available Balance Sheet. Where the balance sheet is not available, the break up value/fair value/NAV has been taken at cost.

* The company has made certain investments in equity shares of the companies which are in the real estate sector. The same are reflected in the Balance Sheet. However, since these investments are not Mortgage backed securities / other securitized exposures, the same are not mentioned here.

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Mar 31, 2011

1. Debtors and Advances Includes:

a) Due from Subsidiary Company HB Corporate Services Ltd. Rs.36,135/- (Previous year Rs. 12,525/-) Maximum Balance outstanding at any time during the year Rs. 36,135/- (Previous year Rs. 20,663/-).

b) Due from Subsidiary Company HB Securities Ltd. Rs. Nil (Previous year Rs. Nil) Maximum Balance outstanding at any time during the year Rs. 1,50,00,000/- (Previous year Rs. 2,00,00,000/-)

2. a) Contingent liability in respect of Guarantee issued on behalf of subsidiary company HB Securities Ltd. Rs. 15 Crores (previous year Rs. 15 Crores)

b) Contingent liability in respect of Income Tax demand Rs. 36, 23,154/- (Previous year Rs. 36, 23,154/-) against which the company has preferred appeal before the appropriate authorities and has also filed rectification application before the Assessing Officer.

3. In the opinion of management, current assets, loans and advances are approximately of the value stated, if realised, in the ordinary course of business.

4. In the opinion of management, no provision is required to be made for diminution amounting to Rs. 9, 48, 38,174/- (Previous year Rs. 5, 06, 85,601/-) in the value of some of the long-term investments, as the same is considered to be temporary.

5. The company made an application for issue of Certificate of Registration with Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934 so as to commence and carry on the business of Non-Banking Financial Institution. The application of the company was, however, returned by RBI vide its letter dated December 24, 2004 with an advice to resubmit the application on the completion of SEBI's enquiry against the group companies.

In an Appeal filed by the company before the Appellate Authority (in the Ministry of Finance) against the aforesaid decision of RBI, the Appellate Authority vide its Order dated September 25, 2006, directed the company to resubmit the application along with the latest balance sheets and other relevant details within 30 days to RBI and RBI to thereafter decide the case by obtaining necessary response from SEBI within 3 months from the date of receipt of the Order. The company resubmitted its application to RBI's Regional Office at New Delhi on 23rd October 2006 as per the aforesaid directions of the Appellate Authority. Additional details / documents / clarifications as required by RBI from time to time were submitted. The company vide its letters dated 11th October, 2010 and 29th January, 2011 intimated the RBI about the disposal of pending proceeding by the SEBI and also furnished copy of SEBI orders. The RBI has now vide its letter dated 29th March , 2011 advised the company to make a fresh application for issue of Certificate of Registration for which the company is taking necessary steps. The management is confident of receiving the Certificate of Registration.

6. In the opinion of the management, there are no separate reportable segments as per Accounting Standard on segment reporting (AS-17).

7. Disclosure of related party transaction in accordance with Accounting Standard (AS-18) 'Related Party Disclosures' – As per Annexure —

8. Disclosure pursuant to Accounting Standards AS-19 for Leases: -

A) Operating Lease

a) Particulars of the minimum lease payments under Operating Lease :- I. Not Later than One year. Rs.9,49,944/- Rs. 9,49,944/-)

II. Later than one year and not later than five year Nil ( Rs. Nil )

III. Later than five years - ( - )

b) Minimum lease payments recognised in the statement of profit & loss account during the year ended 31st March, 2011 is Rs. 9,49,944/- Rs. 9,49,944/-)

c) General description of the lease arrangement.

- The Lessee shall not sublet or otherwise part with possession of a part or whole of the premise without the previous consent in writing of the lessor.

- The lessee shall use the premises for commercial purposes only.

- The lease can be terminated by the lessee by serving one month notice to the lessor.

9. In view of facts explained in Note No.6 above, the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007) are yet to be applicable to the company. However, as the company has applied (and is resubmitting the application) to Reserve Bank of India for registration as NBFC, as a matter of prudent and proper practice, disclosure of details as required by Para 13 of aforesaid directions is annexed. Similarly the transfer of profit to Reserve Fund as required by Reserve Bank of India (Amendment) Act, 1997 is also being made.

10. Gain on sale of Long Term Investments ( Net ) includes Rs. 2,38,77,146/- (Previous year Rs. 1,61,51,965/-) on Non Trade Investments and Rs. 60,49,355/- ( Previous year Rs. 6,36,34,460/-) on Trade Investments.

11. a) To the extent information available with the company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertaking.

b) The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

12. Information pursuant to Part IV of Schedule VI of Companies Act, 1956 is annexed.

13. Previous year figures have been regrouped / rearranged wherever considered necessary.

14. Schedule 1 to 12 from an integral part of the accounts.

ANNEXURE REFERRED TO IN NOTE NO. 9 OF SCHEDULE 12 TO THE ACCOUNTS FOR THE YEAR ENDED 31.03.2011.

RELATED PARTY DISCLOSURES

(AS IDENTIFIED BY MANAGEMENT AND RELIED UPON BY AUDITORS ) As per Accounting Standard (AS-18) on “Related Party Disclosures”, the disclosure of transactions with the related party as defined in the Accounting Standard are given below :-

1. List of related parties with whom transactions have taken place and relationship :-

a) Subsidiaries :-

i) HB Securities Ltd. ii) HB Corporate Services Ltd.

b) Key Managerial Personnel

i) Mr. Anil Goyal, Managing Director

c Person having control/significant influence/major shareholders :-

i) Sh.H.C. Bhasin ( expired on 07.12.2010 ) ii) Sh. Lalit Bhasin

d Enterprises over which significant influence/control exist of the relatives of the persons mentioned in (c) above :-

i) RRB Master Securities Delhi Ltd.

e Companies under common control/significant influence :-

i) HB Stockholdings Ltd. iii) RRB Securities Ltd.

ii) HB Estate Developers Ltd. iv) RRB Master Holdings Ltd.

f. Enterprises over which direct/indirect significant influence exists.

i) Merwanjee Securities Ltd.

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Mar 31, 2010

1. Debtors and Advances Includes:

a) Due from Subsidiary Company HB Corporate Services Ltd. Rs.12,525/- (Previous year Rs. Nil ) Maximum Balance outstanding at any time during the year Rs. 20,663/- (Previous year Rs.8,138/-).

b) Due from Subsidiary Company HB Securities Ltd. Rs.Nil (Previous year Rs.Nil) Maximum Balance outstanding at any time during the year Rs.2,00,00,000/- (Previous year Rs. 9,50,00,000/-)

2. a) Contingent liability in respect of Guarantee issued on behalf of subsidiary company HB Securities Ltd. Rs.8 Crores (previous year Rs. 8 Crores) b) Contingent liability in respect of Income Tax demand Rs.36,23,154/- (Previous year Rs. 20,77,254/-) against which the company has preferred appeal before the appropriate authorities and has also filed rectification application before the Assessing Officer. There are apparent calculation mistakes in the working of Assessing Officer and once the same is rectified, there will be no demand outstanding.

3. In the opinion of management, current assets, loans and advances are approximately of the value stated, if realised, in the ordinary course of business.

4. In the opinion of management, no provision is required to be made for diminution amounting to Rs.5,06,85,601/- (Previous year Rs.19,88,63,130/-) in the value of some of the long-term investments, as the same is considered to be temporary.

5. The company made an application for issue of Certificate of Registration with Reserve Bank of India (RBI) under Section 45IA of the Reserve Bank of India Act, 1934 so as to commence and carry on the business of Non-Banking Financial Institution. The application

6. In view of facts explained in Note No.6 above, the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007) are yet to be applicable to the company. However, as the company has applied to Reserve Bank of India for registration as NBFC, as a matter of prudent and proper practice, disclosure of details as required by Para 13 of aforesaid directions is annexed. Similarly the transfer of profit to Reserve Fund as required by Reserve Bank of India (Amendment) Act,1997 is also being made. of the company was, however, returned by RBI vide its letter dated December 24, 2004 with an advice to resubmit the application on the completion of SEBI’s enquiry against the group companies.

In an Appeal filed by the company before the Appellate Authority (in the Ministry of Finance) against the aforesaid decision of RBI, the Appellate Authority vide its Order dated September 25, 2006, directed the company to resubmit the application along with the latest balance sheets and other relevant details within 30 days to RBI and RBI to thereafter decide the case by obtaining necessary response from SEBI within 3 months from the date of receipt of the Order. The company has resubmitted its application to RBI’s Regional Office at New Delhi on 23rd October 2006 as per the aforesaid directions of the Appellate Authority. Additional details / documents / clarifications as required by RBI from time to time have been submitted. The decision of RBI is awaited. The management is confident of receiving the Certificate of Registration.

7. In the opinion of the management, there are no separate reportable segments as per Accounting Standard on segment reporting (AS-17).

8 Disclosure of related party transaction in accordance with Accounting Standard (AS-18) ‘Related Party Disclosures’ – As per Annexure —

9. Disclosure pursuant to Accounting Standards AS-19 for Leases: - A) Operating Lease

a) Particulars of the minimum lease payments under Operating Lease :- I. Not Later than One year. Rs.9,49,944/- (Rs. 9,49,944/-)

II. Later than one year and not

later than five year Nil (Rs. 9,49,944/-)

III. Later than five years — (—)

b) Minimum lease payments recognised in the statement of profit & loss account during the year ended 31st March, 2010 is Rs.9,49,944/- (Rs. 14,22,405/-)

c) General description of the lease arrangement.

– The Lessee shall not sublet or otherwise part with possession of a part or whole of the premise without the previous consent in writing of the lessor.

– The lessee shall use the premises for commercial purposes only.

– The lease can be terminated by the lessee by serving one month notice to the lessor.

10. Gain on sale of Long Term Investments (Net) includes Rs. 1,61,51,965/- (Previous year Rs. Nil ) on Non Trade Investments and Rs. 6,36,34,460/- (Previous year Rs. 6,70,99,024/-) on Trade Investments.

11. Disclosure of Loans/Advances and Investments in its own shares by the listed companies, their subsidiaries, associates etc. (as certified by the management)

12. a) To the extent information available with the company, Sundry Creditor include Nil, (Previous year Nil) due to Small Scale Industrial Undertaking. b) The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

13. Information pursuant to Part IV of Schedule VI of Companies Act, 1956 is annexed.

14. Previous year figures have been regrouped / rearranged wherever considered necessary.

15. Schedule 1 to 12 from an integral part of the accounts.