Notes to Accounts of Kalyani Investment Company Ltd.

Mar 31, 2025

(o) 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.

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.

(p) 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.

(q) Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects
of transactions of a non cash nature and deferral or accruals of past or future cash receipts or payments.
The cash flows from regular operating, investing and financing activities of the Company are segregated.

(r) Dividend liability

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.

1A. Significant Accounting Policies

(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 34 for segment information presented.

(b) Foreign currency transaction
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 recognize 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 standalone 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 capitalized 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 recognized 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 recognized
over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period
in which they are earned.

Effective April 1, 2019, the company adopted Ind AS 116 "Leases" for the first time, using the modified retrospective
transition method, applied to lease contracts that are ongoing as at April 1, 2019.

(d) Employee Benefits

(i) Short-term Employee Benefits

The distinction between short term and long term employee benefits is based on expected timing of settlement
rather than the employee''s entitlement benefits. All employee benefits payable within twelve months of rendering
the service are classified as short term benefits. Such benefits include salaries, wages, bonus, short term
compensated absences, awards, ex-gratia, performance pay etc. and are recognized in the period in which the
employee renders the related service.

(ii) Long term Employment Benefits

The employee''s long term compensated absences are Company''s other long term benefit plans. The present value
of the obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as at the
date of Balance sheet. In case of funded plans, the fair value of plan asset is reduced from the gross obligation,
to recognize the obligation on a net basis.

In regard to other long term employment benefits, the Company recognizes the net total of service costs, net
interest on the net defined benefit liability (asset) and re-measurements of the net defined benefit liability (asset)
in the statement of profit and loss.

Provident Fund

The Company operates single plan for its employees to provide employee benefits in the nature of provident fund.

The Company pays provident fund contributions to publicly administered provident funds as per regulations.
The Company has no further payment obligations once the contributions have been paid. The contributions are
accounted for as defined contribution plans and the contributions are recognized as employee benefit expense
when they are due.

Eligible employees receive benefits from a provident fund, which is a defined benefit plan. Both the employee
and the Company make monthly contributions to the provident fund plan equal to a specified percentage of the
covered employee''s salary.

(iii) Termination Benefits

Termination benefits are payable when employment is terminated by the Company before the normal retirement
date or when an employee accepts voluntary redundancy in exchange for these benefits. The Company recognizes
termination benefits at the earlier of the following dates : (a) when the Company can no longer withdraw the
offer of those benefits; and (b) when the entity recognizes costs for a restructuring that is within the scope of
Ind AS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary
redundancy, the termination benefits are measured based on the number of employees expected to accept the offer.
Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(e) Rounding of amounts

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

2. Material 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.

1. Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such
obligation are determined using actuarial valuations. An actuarial valuation involves making various
assumptions that may differ from actual developments in the future. These include the determination of the
discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount
rate. In determining the appropriate discount rate for plans operated in India, the management considers
the interest rates of government bonds in currencies consistent with the currencies of the post-employment
benefit obligation. The mortality rate is based on Indian Assured Lives Mortality (2012-14) Ultimate. Those
mortality tables tend to change only at interval in response to demographic changes. Future salary increases
and benefit increases are based on expected future inflation rates. Further details about employee benefit
obligations are given in Note 27.

2. 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
including the DCF model. 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 29 for further disclosures.

Refer notes on Investments below :

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality
Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on March 28, 2033, with
an option to the said Company to redeem the said shares in one or more tranches at any time on or after
September 28, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality
Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on September 28, 2033,
with an option to the said Company to redeem the said shares in one or more tranches at any time on or after
March 28, 2014.

13.000. 000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality
Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e. on March 23, 2036,
with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable
Preference Shares, after 6 months from the date of allotment, i.e. after September 23, 2016, by giving one month''s
notice to the other party.

20.000. 000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality
Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e. on March 23, 2037,
with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable
Preference Shares, after 6 months from the date of allotment, i.e. after September 23, 2017, by giving one month''s
notice to the other party.

13,984,973 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid
up of Kalyani Technoforge Limited allotted on September 6, 2018, carry an option to convert the entire amount
in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited.
The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment,
however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

13.200.000 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid
up of Kalyani Technoforge Limited allotted on September 27, 2019, carry an option to convert the entire amount
in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited.
The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment,
however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

ii) Statutory Reserve Fund

As per Section 45-IC(1) of The Reserve Bank of India Act, 1934, every non-banking financial company shall
create a reserve fund and transfer therein a sum not less than twenty percent of its net profit every year as
disclosed in the profit and loss account and before any dividend is declared.

iii) FVTOCI Equity Investment Reserve

The Company has elected to recognize 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-recognized.

iv) Capital Redemption Reserve

Capital redemption reserve has been created on redemption of preference shares out of profits in accordance
with the Companies Act, 2013 (erstwhile the Companies Act, 1956).

B Provident Fund

Defined contribution : The Company also has certain defined contribution plans. Contributions are made
to provident fund in India for worker at the 12% of basic and dearness allowance as per regulations. The
contributions are made to registered provident fund administered by the government. The obligation of the
Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The expense recognized during the period towards defined contribution plan is '' 0.037 Million (March 31, 2024
: '' 0.041 Million).

I Risk Exposure

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

1) Liability Risks

a. Asset-Liability Mismatch Risk

Risks which 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. Hence companies are encouraged to adopt asset-liability
management.

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 managements discretion may lead
to uncertainties in estimating the increasing risk.

2) Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may
default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company''s
financial and also benefit risk through return on the funds made available for the plan.

ii) Valuation process

The finance department of the Company includes a team that performs the valuations of assets and liabilities
required for financial reporting purposes. This team appoints external valuation experts whenever the need
arises for Level 3 fair valuation. This team reports directly to the Chief Financial Officer (CFO). Discussions of
valuation processes and results are held between the CFO and the valuation team at least once every year, in
line with the Company''s annual reporting period.

iii) Fair value of financial assets and liabilities measured at amortized cost

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

iv) Fair value measurements using significant unobservable inputs (Level 3)

The following table presents the changes in Level 3 items :

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 analyzes
reflect management''s view of changes which are reasonably possible to occur over a one-year period.

I Market Risk

A) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Company does not have foreign currency transactions and
thereby is not exposed to foreign exchange risk arising from foreign currency transactions.

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 analyze the Company''s financial liabilities into relevant maturity groupings based on their
contractual maturities :

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 I nd AS 108 - "Operating
segment" notified pursuant to Companies (Indian Accounting Standards) Rules, 2015 as amended.

All assets are in India.

NOTE 35:

As per the information available with the company, no transactions have been entered with any company struck off
under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.

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.

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.
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.

Section 2(6) of the Companies Act, 2013 defines Associate Company in relation to another company as a company
in which that other company has a significant influence, but which is not a subsidiary company of the company
having such influence and includes a joint venture company. As per explanation to Section 2(6), significant influence
means control of at least twenty percent of paid-up equity share capital and convertible preference share capital or
of business decisions under an agreement.

The Company holds investments in below mentioned entities which by share ownership are deemed to be Associate
Companies :

However, the Company does not exercise significant influence in any of the above entities, as demonstrated below :

i) The Company does not have any representation on the Board of Directors or corresponding governing body of
the investee.

ii) The Company does not participate in policy making process.

iii) The Company does not have any material transaction with the investee.

iv) The Company does not interchange any managerial personnel.

v) The Company does not provide any essential technical information to the investee.

Accordingly, the above entities have not been considered to be Associate Companies.

NOTE 37

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

As per our attached Report of even date

For P G Bhagwat LLP On behalf of the Board of Directors

Chartered Accountants

Firm Registration No.101118W/W100682

Purva Kulkarni Nihal Gupta Shekhar Bhivpathaki Amit B. Kalyani S.G. Joglekar

Partner Company Secretary Chief Executive Officer Chairman Director

Membership No.138855 Membership No.A72038 & Chief Financial Officer DIN : 00089430 DIN : 00073826

Place : Pune Place : Pune

Date : May 27, 2025 Date : May 27, 2025

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Mar 31, 2024

(o) 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.

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.

(p) 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.

(q) Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non cash nature and deferral or accruals of past or future cash receipts or payments. The cash flows from regular operating, investing and financing activities of the Company are segregated.

(r) Dividend liability

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.

1A. Significant Accounting Policies

(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 33 for segment information presented.

(b) Foreign currency transaction 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 recognize 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 standalone 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 capitalized 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 recognized 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 recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

Effective April 1,2019, the company adopted Ind AS 116 "Leases" for the first time, using the modified retrospective transition method, applied to lease contracts that are ongoing as at April 1, 2019.

(d) Employee Benefits

(i) Short-term Employee Benefits

The distinction between short term and long term employee benefits is based on expected timing of settlement rather than the employee''s entitlement benefits. All employee benefits payable within twelve months of rendering the service are classified as short term benefits. Such benefits include salaries, wages, bonus, short term compensated absences, awards, ex-gratia, performance pay etc. and are recognized in the period in which the employee renders the related service.

(ii) Long term Employment Benefits

The employee''s long term compensated absences are Company''s other long term benefit plans. The present value of the obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as at the date of Balance sheet. In case of funded plans, the fair value of plan asset is reduced from the gross obligation, to recognize the obligation on a net basis.

In regard to other long term employment benefits, the Company recognizes the net total of service costs, net interest on the net defined benefit liability (asset) and re-measurements of the net defined benefit liability (asset) in the statement of profit and loss.

Provident Fund

The Company operates single plan for its employees to provide employee benefits in the nature of provident fund.

The Company pays provident fund contributions to publicly administered provident funds as per regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognized as employee benefit expense when they are due.

Eligible employees receive benefits from a provident fund, which is a defined benefit plan. Both the employee and the Company make monthly contributions to the provident fund plan equal to a specified percentage of the covered employee''s salary.

(iii) Termination Benefits

Termination benefits are payable when employment is terminated by the Company before the normal retirement date or when an employee accepts voluntary redundancy in exchange for these benefits. The Company recognizes termination benefits at the earlier of the following dates : (a) when the Company can no longer withdraw the offer of those benefits; and (b) when the entity recognizes costs for a restructuring that is within the scope of Ind AS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(e) Rounding of amounts

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

2. Material 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 ofjudgments 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. Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on Indian Assured Lives Mortality (2012-14) Ultimate. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and benefit increases are based on expected future inflation rates. Further details about employee benefit obligations are given in Note 26.

2. 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 including the DCF model. 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 28 for further disclosures.

Refer notes on Investments below :

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on March 28, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after September 28, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on September 28, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after March 28, 2014.

13.000. 000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e. on March 23, 2036, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment, i.e. after September 23, 2016, by giving one month''s notice to the other party.

20.000. 000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e. on March 23, 2037, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment, i.e. after September 23, 2017, by giving one month''s notice to the other party.

12.500.000 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid up of Kalyani Technoforge Limited allotted on December 22, 2017, carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

13,984,973 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid up of Kalyani Technoforge Limited allotted on September 6, 2018 carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

13.200.000 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid up of Kalyani Technoforge Limited allotted on September 27, 2019 carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

ii) Statutory Reserve Fund

As per Section 45-IC(1) in The Reserve Bank of India Act, 1934, every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

iii) FVTOCI Equity Investment Reserve

The Company has elected to recognize 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-recognized.

iv) Capital Redemption Reserve

Capital redemption reserve has been created on redemption of preference shares out of profits in accordance with the Companies Act, 2013 (erstwhile the Companies Act, 1956).

B Provident Fund

Defined contribution : The Company also has certain defined contribution plans. Contributions are made to provident fund in India for worker at the 12% of basic and dearness allowance as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognized during the period towards defined contribution plan is '' 0.041 Million (March 31, 2023 : '' 0.037 Million).

I Risk Exposure

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

1) Liability Risks

a. Asset-Liability Mismatch Risk

Risks which 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. Hence companies are encouraged to adopt asset-liability management.

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 managements discretion may lead to uncertainties in estimating the increasing risk.

2) Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company''s financial and also benefit risk through return on the funds made available for the plan.

ii) Valuation process

The finance department of the Company includes a team that performs the valuations of assets and liabilities required for financial reporting purposes. This team appoints external valuation experts whenever the need arises for Level 3 fair valuation. This team reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every year, in line with the Company''s annual reporting period.

iii) Fair value of financial assets and liabilities measured at amortized cost

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

NOTE 29 : 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) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have foreign currency transactions and thereby is not exposed to foreign exchange risk arising from foreign currency transactions.

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 analyze 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 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 or nil. Hence, no provision has been created for expected credit loss for credit risk arising from these financial assets.

NOTE 30 : CAPITAL MANAGEMENT

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.

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.

NOTE 34:

As per the information available with the company, no transactions have been entered with any company struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.

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.

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. 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.

Section 2(6) of the Companies Act, 2013 defines Associate Company in relation to another company as a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. As per explanation to Section 2(6), significant influence means control of at least twenty percent of paid-up equity share capital and convertible preference share capital or of business decisions under an agreement.

The Company holds investments in below mentioned entities which by share ownership are deemed to be Associate Companies :

NOTE 36

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

As per our attached Report of even date

For P G Bhagwat LLP On behalf of the Board of Directors

Chartered Accountants

Firm Registration No.101118W/W100682

Purva Kulkarni Anirvinna A. Bhave Shekhar Bhivpathaki Amit B. Kalyani R.K. Goyal

Partner Company Secretary Chief Executive Officer Chairman Director

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

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on March 28, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after September 28, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on September 28, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after March 28, 2014.

13.000. 000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e. on March 23, 2036, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment, i.e. after September 23, 2016, by giving one month''s notice to the other party.

20.000. 000 - 8% Non-Cumulative Redeemable Preference Shares of '' 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e. on March 23, 2037, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment, i.e. after September 23, 2017, by giving one month''s notice to the other party.

12.500.000 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid up of Kalyani Technoforge Limited allotted on December 22, 2017, carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

13,984,973 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid up of Kalyani Technoforge Limited allotted on September 6, 2018 carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

13.200.000 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of '' 10/- each, fully paid up of Kalyani Technoforge Limited allotted on September 27, 2019 carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option to be exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

560.000 - 0% Fully Convertible Unsecured Debentures of '' 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, i.e. on March 29, 2014. However the said Company has extended the tenure of the said debentures for further period of 5 years and accordingly the date of conversion shall be March 29, 2024.

165.000 - 0% Fully Convertible Unsecured Debentures of '' 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, i.e. on April 4, 2014. However the said Company has extended the tenure of the said debentures for further period of 5 years and accordingly the date of conversion shall be April 4, 2024.

(i) The Company has compiled this information based on the current information in its possession as at March 31, 2023, no supplier has intimated the Company about its status as Micro and Small Enterprises or its registration with the appropriate authority under the Micro, Small and Medium Enterprises Development Act, 2006 except as disclosed above.

(ii) Trade payables are non-interest bearing and are generally settled within 30 days.

(b) Terms / rights attached to equity shares

The Company has only one class of issued equity shares having a par value of '' 10/- 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 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.

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 during the current and previous year.

ii) Statutory Reserve Fund

As per Section 45-IC(1) in The Reserve Bank of India Act, 1934, every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

iii) FVTOCI Equity Investment Reserve

The Company has elected to recognize 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-recognized.

iv) Capital Redemption Reserve

Capital redemption reserve has been created on redemption of preference shares out of profits in accordance with the Companies Act, 2013 (erstwhile the Companies Act, 1956).

B Provident Fund

Defined contribution : The Company also has certain defined contribution plans. Contributions are made to provident fund in India for worker at the 12% of basic and dearness allowance as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognized during the period towards defined contribution plan is '' 0.037 Million (March 31, 2022 : '' 0.029 Million).

C Risk Exposure

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

1) Liability Risks

a. Asset-Liability Mismatch Risk

Risks which 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. Hence companies are encouraged to adopt asset-liability management.

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 managements discretion may lead to uncertainties in estimating the increasing risk.

2) Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company''s financial and also benefit risk through return on the funds made available for the plan.

i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

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 maximize 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 process

The finance department of the Company includes a team that performs the valuations of assets and liabilities required for financial reporting purposes. This team appoints external valuation experts whenever the need arises for Level 3 fair valuation. This team reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every year, in line with the Company''s annual reporting period.

iii) Fair value of financial assets and liabilities measured at amortized cost

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

NOTE 29 : 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) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have foreign currency transactions and thereby is not exposed to foreign exchange risk arising from foreign currency transactions.

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.

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 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 or nil. Hence, no provision has been created for expected credit loss for credit risk arising from these financial assets.

NOTE 30 : CAPITAL MANAGEMENT

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.

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.

NOTE 34:

The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment received Indian Parliament approval and Presidential assent in September, 2020. The Code has been published in the Gazette of India and subsequently on November 13, 2020, draft rules were published and invited for stakeholders suggestions. However, the date on which the Code will come into effect has not notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period of the Code becomes effective.

As per the information available with the company, no transactions have been entered with any company struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.

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.

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.

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.

NOTE 36

Section 2(6) of the Companies Act, 2013 defines Associate Company in relation to another company as a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. As per explanation to Section 2(6), significant influence means control of at least twenty percent of paid-up equity share capital and convertible preference share capital or of business decisions under an agreement.

However, the Company does not exercise significant influence in any of the above entities, as demonstrated below :

i) The Company does not have any representation on the Board of Directors or corresponding governing body of the investee.

ii) The Company does not participate in policy making process.

iii) The Company does not have any material transaction with the investee.

iv) The Company does not interchange any managerial personnel.

v) The Company does not provide any essential technical information to the investee.

Accordingly, the above entities have not been considered to be Associate Companies.

NOTE 37

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

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Mar 31, 2018

3.24 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD 15 (REVISED) ON "EMPLOYEE BENEFITS" :

The following table sets out the funded status of the employees'' leave encashment and the amounts recognised in the financial statements for the year ended 31st March, 2018 :

3.25 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.

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

3.28 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs, 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

13.000.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment i.e on 23rd March, 2036, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment i.e. after 23rd September, 2016, by giving one month''s notice to the other party.

20.000.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment i.e on 23rd March, 2037, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment i.e. after 23rd September, 2017, by giving one month''s notice to the other party.

9.000.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs, 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into Equity Shares of the said company at par. The said 9,000,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs, 10/- each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

2.030.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Kalyani Mining Ventures Private Limited are redeemable after five years from the date of allotment i.e. on or after 31st March, 2020. Shares which are not redeemed by the Company shall be compulsorily redeemable at the expiry of twenty years from the date of allotment i.e. on 31st March, 2035.

12.500.000 - 7% Cumulative, Optionally Convertible, Non-participating Preference Shares of Rs, 10/- each, fully paid up of Kalyani Technoforge Limited, carry an option to convert the entire amount in Equity Shares of Kalyani Technoforge Limited, at the option exercised by Kalyani Technoforge Limited. The Preference Shares which are not converted, are redeemable at the end of 7 years from the date of allotment, however Kalyani Technoforge Limited can redeem the same after completion of 5 years.

3.29 560,000 - 0% Fully Convertible Unsecured Debentures of Rs, 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue i.e. on 29th March, 2014.

165,000 - 0% Fully Convertible Unsecured Debentures of Rs, 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue i.e. on 4th April, 2014.

3.30 Section 2(6) of the Companies Act, 2013 defines "Associate Company" in relation to another company as a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. As per explanation to Section 2(6), "significant influence" means control of at least twenty percent of paid-up equity share capital and convertible preference share capital or of business decisions under an agreement.

The Company holds investments in below mentioned entities which by share ownership are deemed to be Associate Companies :

However, the Company does not exercise significant influence in any of the above entities, as demonstrated below :

i) The Company does not have any representation on the Board of Directors or corresponding governing body of the investee.

ii) The Company does not participate in policy making process.

iii) The Company does not have any material transaction with the investee.

iv) The Company does not interchange any managerial personnel.

v) The Company does not provide any essential technical information to the investee.

Accordingly, the above entities have not been considered to be Associate Companies.

3.31 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 12th March, 2010, could not be transferred in the name of the Company till 31st March, 2018. The Company is in the process of completing the required legal formalities.

3.33 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 recognises CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under :

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

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Mar 31, 2017

(a) Equity Shares of the Company have a par value of Rs. 10/-. Each holder of Equity Shares is entitled to one vote per share. 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.

(b) 14% Non-Cumulative Redeemable Preference Shares of the Company, whenever issued shall have a par value of Rs. 10/-. These shares carry preferential right to be paid a fixed dividend of 14% on the paid up value of the shares, if and when declared by the Company.

These shares carry, in the event of winding up or repayment of capital, a preferential right to be repaid the amount of capital paid up.

a) Please refer Note No.2.8 - -

b) Upon exercising the irrevocable option as mentioned in Note No. 2.8 forming part of these financial statements, the Company has held unamortised foreign exchange difference (Gain) amounting to Rs. 3,763,514/-(Previous Year : Rs. 361,587/-) in Foreign Currency Monetary Item Translation Difference Account as at 31st March, 2017. The amount amortised in accordance with the said option during the year is (Loss) Rs. 1,053,759/-(Previous Year : Gain Rs. 7,533/-).

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

3. 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

13,000,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment i.e on 23rd March, 2036, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment i.e. after 23rd September, 2016, by giving one month''s notice to the other party.

20.000.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Specialty Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment i.e on 23rd March, 2037, with a call / put option respectively to the said Company as well as the holders of 8% Non-Cumulative Redeemable Preference Shares, after 6 months from the date of allotment i.e. after 23rd September, 2017, by giving one month''s notice to the other party.

9.000.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 9,000,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

2.030.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Kalyani Mining Ventures Private Limited are redeemable after five years from the date of allotment i.e. on or after 31st March, 2020. Shares which are not redeemed by the Company shall be compulsorily redeemed at the expiry of twenty years from the date of allotment i.e. on 31st March, 2035.

4. 560,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, i.e. on 29th March, 2014.

165.000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue i.e. on 4th April, 2014.

5. Section 2(6) of the Companies Act, 2013 defines "Associate Company" in relation to another company as a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. As per explanation to Section 2(6), "significant influence" means control of at least twenty percent of paid-up equity share capital and convertible preference share capital or of business decisions under an agreement.

The Company holds investments in below mentioned entities which by share ownership are deemed to be Associate Companies :

However, the Company does not exercise significant influence in any of the above entities, as demonstrated below :

i) The Company does not have any representation on the Board of Directors or corresponding governing body of the investee.

ii) The Company does not participate in policy making process.

iii) The Company does not have any material transaction with the investee.

iv) The Company does not interchange any managerial personnel.

v) The Company does not provide any essential technical information to the investee.

Accordingly, the above entities have not been considered to be Associate Companies.

6. 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 12th March, 2010, could not be transferred in the name of the Company till 31st March, 2017. The Company is in the process of completing the required legal formalities.

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 / rearranged wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2016

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. Related Party Disclosures :

a) Related Parties and their relationships :

i) Holding Company Sundaram Trading and Investment Private Limited

ii) Associates Hikal Limited

iii) Joint Ventures M/s Sundaram Enterprises, a partnership firm

iv) Key Management Personnel Mr.Sanjay Yewale, the Chief Financial Officer, appointed on

15th July, 2015 and Chief Executive Officer appointed on 30th March, 2015.

Mr.Adwait Joshi, the Company Secretary, appointed on 3rd August, 2015.

Mr.Rahul Agarwal, the Chief Financial Officer and Company Secretary, appointed till 14th July, 2015.

The partnership firm has been dissolved during the year in pursuance of a deed of dissolution executed on 26th May, 2015. The accounts of the partnership have accordingly been prepared and partners'' capital balances have been settled.

The details of the aggregate amounts of the assets, liabilities, income and expenses of M/s Sundaram Enterprises, related to the Company''s interest therein, based on its accounts for the year ended 31st March, 2016 are as under :

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

4. 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs, 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

13.000.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs, 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at par on the expiry of 20 years from the date of allotment, i.e on 28th March, 2036, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2016.

64.990.000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs, 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals.

9.000.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs, 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 9,000,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs, 10/each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

2.030.000 - 8% Non-Cumulative Redeemable Preference shares of Rs, 10/- each fully paid up of Kalyani Mining Ventures Private Limited are redeemable after five years from the date of allotment, i.e. on or after 31st March, 2020. Shares which are not redeemed by the Company shall be compulsorily redeemed at the expiry of twenty years from the date of allotment i.e. on or after 31st March, 2035.

5. 560,000 - 0% Fully Convertible Unsecured Debentures of Rs, 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, viz. 29th March, 2014.

165.000 0% Fully Convertible Unsecured Debentures of Rs, 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, viz. 4th April, 2014.

6. 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 12th March, 2010 as already reported could not be transferred in the name of the Company till 31st March, 2016. The Company is in the process of completing the required legal formalities.

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 / rearranged 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 Section 45-IA of the Reserve Bank of India Act, 1934.

The Company is a subsidiary of Sundaram Trading and Investment Private Limited.

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

1.2 Contingent Liabilities not provided for :

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

Guarantee Amount(a)(b) 1,549,085,712 1,540,280,716

Balance outstanding(a)(b) 881,206,263 1,166,779,400

(a) Guarantee amount and balance outstanding include a Corporate Guarantee amount and loan balance of € 8,133,350/- (Previous year € 10,175,785/-), equivalent to Rs. 549,085,712/- (Previous year Rs. 840,280,716/-).

(b) The Company has given Corporate Guarantee for External Commercial Borrowing of € 10,178,549/- raised by another company within Kalyani Group. The Company's commitments under the said Guarantee include negative pledge over assets, undertaking not to dispose of assets of value exceeding Rs. 250 Million in a year without prior written consent of the lender, maintenance of ratio of financial indebtedness to tangible net worth not exceeding 0.75 during the tenor of the ECB, undertaking not to sell, transfer, encumber the Company's existing investments in listed entities of the Kalyani Group or in KSL Holdings Private Limited or any other entity which has paid dividend in any of the past 3 years.

Notes forming part of the Financial Statements for the year ended 31st March, 2015 (continued) :

1.3 DISCLOSURE PURSUANT TO ACCOUNTING STANDARD - 15 (REVISED) ON "EMPLOYEE BENEFITS" :

a) Defined benefits plans :

The Company has a defined benefit gratuity plan. It is liable to provide 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. Vesting occurs upon completion of five years of service. The scheme is entirely unfunded.

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 and the amounts recognised in the financial statements for the year ended 31st March, 2015.

1.4 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.

1.5 Related Party Disclosures :

a) Related Parties and their relationships :

i) Holding Company : Sundaram Trading and Investment Private Limited

ii) Associates : Hikal Limited Lord Ganesha Minerals Private Limited

iii) Joint Ventures : M/s Sundaram Enterprises, a partnership firm

iv) Fellow Subsidiary : KG Renewable Energy Private Limited

v) Key Management Personnel : Mr.Sanjay V. Yewale, Chief Executive Officer, appointed on 30th March, 2015.

Mr.Rahul Agarwal, Chief Financial Officer and Company Secretary, appointed on 1st April, 2014.

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

1.7 35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

3.000. 000 - 11 % Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, fully paid in KSL Holdings Private Limited 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.

9.400.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5.100.000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years from the date of allotment, i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014.

85.000. 000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals.

4.900.000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 4,900,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month's notice to the other party.

1.8 560,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, viz. 29th March, 2014.

165.000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, viz. 4th April, 2014.

313.000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29 th March, 2022, into Equity Shares of Rs. 10/- each fully paid up at such price as shall be fixed by the said Company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

1.9 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 12th March, 2010 as already reported could not be transferred in the name of the Company till 31st March, 2015. The Company is in the process of completing the required legal processes.

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Mar 31, 2014

(a) These shares have been allotted to the shareholders of Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon''ble High Court of Judicature at Bombay on 12th March, 2010.

(b) These shares have been allotted to Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon''ble High Court of Judicature at Bombay on 12th March, 2010.

(c) Equity Shares of the Company have a par value of Rs. 10/-. Each holder of Equity Shares is entitled to one vote per share. 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.

(d) 14% Non-Cumulative Redeemable Preference Shares of the Company had a par value of Rs. 10/-. These shares carried preferential right to be paid a fixed dividend of 14% on the paid up value of the shares, if and when declared by the Company.

These shares carried, in the event of winding up or repayment of capital, a preferential right to be repaid the amount of capital paid up.

These shares were redeemable at the end of 20 years from 1st October, 2009 with an option to the Company to redeem those in one or more tranches at any time after 1st October, 2010. Accordingly, these shares have since been redeemed in full.

(i) During the financial year covered by these statements, the Company has redeemed 18,600,000 (Previous Year : 39,000,000) 14% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up at par from out of the balance held by it in General Reserve.

As at 31st As at 31st

March, 2014 31st March, 2013 1. Contingent Liabilities not provided for :

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

Guarantee Amount(a)(b) 1,540,280,716 1,107,854,949

Balance outstanding(a)(b) 1,166,779,400 804,702,260

(a) Guarantee amount and balance outstanding include a Corporate Guarantee amount and loan balance of € 10,175,785/- (Previous year € 10,178,549/-), equivalent to Rs. 840,280,716/- (Previous year Rs. 707,854,949/-).

(b) The Company has given Corporate Guarantee for External Commercial Borrowing of € 10,178,549/- raised by another company within Kalyani Group. The Company''s commitments under the said Guarantee include negative pledge over assets, undertaking not to dispose of assets of value exceeding Rs. 250 Million in a year without prior written consent of the lender, maintenance of ratio of financial indebtedness to tangible net worth not exceeding 0.75 during the tenor of the ECB, undertaking not to sell, transfer, encumber the Company''s existing investments in listed entities of the Kalyani Group or in KSL Holdings Private Limited or any other entity which has paid dividend in any of the past 3 years.

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.

3. Related Party Disclosures :

a) Related Parties and their relationships :

i) Holding Company Sundaram Trading and Investment Private Limited$

The Company became subsidiary of Sundaram Trading and Investment Private Limited, during the financial year covered by these statements.

ii) Associates Hikal Limited

Lord Ganesha Minerals Private Limited

iii) Joint Ventures M/s Sundaram Enterprises, a partnership firm

iv) Fellow Subsidiary KG Renewable Energy Private Limited@

@KG Renewable Energy Private Limited became Fellow Subsidiary of the Company during the financial year covered by these statements.

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

5. 18,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 11th October, 2014.

35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

3,000,000 - 11 % Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, fully paid up in KSL Holdings Private Limited 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.

9,400,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013.

5,100,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years i.e. on 28th September, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th March, 2014. 85,000,000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals. 4,900,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up of Lord Ganesha Minerals Private Limited carry option to convert the entire amount outstanding into equity shares of the said company at par. The said 4,900,000 - 1% Non-Cumulative Optionally Convertible Preference Shares of Rs. 10/- each fully paid up, if not opted for conversion, are redeemable on 31st March, 2020. However, the said Company as well as the holders of 1% Non-Cumulative Optionally Convertible Preference Shares, have a call / put option respectively, by giving one month''s notice to the other party.

6. Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Hon''ble High Court of Judicature at Bombay, as per Order dated 12th March, 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.

7. Each of the 560,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Azalea Enterprises Private Limited 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 upon the expiry of the period of 5 years from the date of their original issue, viz. 29th March, 2014.

Each of the 313,000 - 0% Fully Convertible Unsecured Debentures of Rs. 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29th March, 2022, into Equity Shares of Rs. 10/- each fully paid up at such price as shall be fixed by the said Company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

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, 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 Section 45-IA of the Reserve Bank of India Act, 1934.

2.1 Contingent Liabilities not provided for :

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

Guarantee Amount 1,107,854,949

Balance outstanding
(a) Guarantee amount and balance outstanding include a Corporate Guarantee amount and loan balance of 10,178,549

equivalent to 707,854,949

(b) The Company has given Corporate Guarantee for External Commercial Borrowing of € 10,178,549/- raised by another company within Kalyani Group. The Company''s commitments under the said Guarantee include negative pledge over assets, undertaking not to dispose off assets of value exceeding Rs. 250 Million in a year without prior written consent of the lender, maintenance of ratio of financial indebtedness to tangible net worth not exceeding 0.75 during the tenor of the ECB, undertaking not to sell, transfer, encumber the Company''s existing investments in listed entities of the Kalyani Group or in KSL Holdings Private Limited or any other entity which has paid dividend in any of the past 3 years.

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

a) Defined contribution plans:

Till preceding financial year the Employee Benefit Expenses were reimbursed by the Company to another company. The

Company did not have any employees during the financial year covered by these statements.

The Company recognises amounts reimbursed for Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, specified percentage of the payroll costs is contributed to the funds.

The Company recognised amount aggregating to Rs. NIL (Previous Year : Rs. 136,285/-) reimbursed for the provident and superannuation fund contributions in the Statement of Profit and Loss. The contributions payable to this plan are at the rates specified in respective legislations.

b) Defined benefits plans:

Till the preceding financial year, the Company reimbursed annual contributions to the Employee''s 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 day''s salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 10 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 10 years. Vesting occurs upon completion of five years of service.

The present value of denned 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.

2.3 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.

2.4 Related Party Disclosures :

a) Related Parties and their relationships: i) Associates Hikal Limited

Kalyani Agro Corporation Limited

KG Renewable Energy Private Limited

Lord Ganesha Minerals Private Limited ii) Joint Ventures M/s Sundaram Enterprises

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 18,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 11th October, 2014.

35,000 -12% Non-Cumulative Redeemable "C" Preference Shares of Rs. 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

3,000,000 -11% Non-Cumulative Redeemable Preference Shares of Rs.10/- each, fully paid in KSL Holdings Private Limited 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.

9,400,000 - 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up of Baramati Speciality Steels Limited are redeemable at the end of 20 years i.e. on 28th March, 2033, with an option to the said Company to redeem the said shares in one or more tranches at any time on or after 28th September, 2013. 85,000,000 - 8% Non-Cumulative Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up of Kenersys India Private Limited may be redeemed in part or totality to the extent not converted into equity shares, at any time before the end of 20 years from the date of allotment, i.e. on or before 28th March, 2033 in one or more tranches, at the request of Kalyani Investment Company Limited and acceptance of such request by Kenersys India Private Limited, subject to necessary investor approvals. Kalyani Investment Company Limited shall be entitled to have the option to convert the preference shares into equity shares in one or more tranches (whether fully or partially) at any time after 31st May, 2017, at such pricing as shall be mutually decided by Kenersys India Private Limited and Kalyani Investment Company Limited, at the time, in consultation with the then existing shareholders of Kenersys India Private Limited, at such discount to fair value as may be mutually decided by Kalyani Investment Company Limited and Kenersys India Private Limited, subject to necessary investor approvals.

2.7 Each of the 313,000 - 0% Fully Convertible Debentures of Rs. 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29th March, 2022, into Equity Shares of Rs. 10/- each fully paid up at such price as shall be fixed by the said Company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

2.8 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, 2012

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 Section 45-IA of the Reserve Bank of India Act, 1934.

(a) These shares have been allotted to the shareholders of Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay on 12th March, 2010.

(b) These shares have been allotted to Kalyani Steels Limited, on 27th April, 2010, in terms of the Composite Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay on 12th March, 2010.

(c) Equity Shares of the Company have a par value of Rs 10/-. Each holder of Equity Shares is entitled to one vote per share. 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.

(d) 14% Non-Cumulative Redeemable Preference Shares of the Company have a par value of Rs 10/-. These shares carry preferential right to be paid a fixed dividend of 14% on the paid up value of the shares, if and when declared by the Company.

These shares carry, in the event of winding up or repayment of capital, a preferential right to be repaid the amount of capital paid up.

These shares are redeemable at the end of 20 years from 1st October, 2009 with an option to the Company to redeem those in one or more tranches at any time after 1st October, 2010.

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

a) Defined contribution plans :

Employee Benefit Expenses are reimbursed by the Company to another company. The Company recognises amounts reimbursed for Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, specified percentage of the payroll costs is contributed to the funds.

The Company recognised amount aggregating to Rs 136,285/- (Previous Year : Rs 108,889/-) reimbursed for the provident and superannuation fund contributions in the Statement of Profit and Loss. The contributions payable to this plan are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company reimburses 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 10 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 10 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 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

2.3 75,486,111 - 0.1% Non-Cumulative Redeemable Preference Shares of Rs 10/- each fully paid up of Kalyani Gerdau Steels Limited are redeemable on 31st March, 2026.

2.4 18,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 11th October, 2014.

35,000 - 12% Non-Cumulative Redeemable "C" Preference Shares of Rs 100/- each fully paid up of Sundaram Trading and Investment Private Limited are redeemable on or before 26th July, 2027.

2.5 Each of the 313,000 - 0% Fully Convertible Debentures of Rs 100/- each fully paid up of Gloxinia Investment and Finance Private Limited are compulsorily convertible on or before 29th March, 2022, into Equity Shares of Rs 10/- each fully paid up at such price as shall be fixed by company upon the expiry of the period of 10 years from the date of original issue viz. 29th March, 2012.

2.6 The Revised Schedules 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 whenever necessary to correspond with the current year's classification / disclosure.

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Mar 31, 2011

A. 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 Section 45-IA of the Reserve Bank of India Act, 1934.

Rs. Rs.

1. Contingent liabilities not provided for: NIL NIL

2. Composite Scheme of Arrangement:

a) As already reported, in a Composite Scheme of Arrangement approved by the Hon'ble High Court of Judicature at Bombay, as per Order dated 12th March, 2010, the Investment Division of Kalyani Steels Limited (the Demerged Company) was transferred to and vested in Kalyani Investment Company Limited (the Resulting Company), on going concern basis, with retrospective effect from the Appointed Date, being 1st October, 2009. As per the said Scheme, Chakrapani Investments and Trades Limited, Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited (collectively referred to as the

Amalgamating Companies) amalgamated with Kalyani Investment Company Limited (the Amalgamated Company and the Resulting Company) with retrospective effect from the Appointed Date, being 1st October, 2009.

b) In terms of the said Composite Scheme of Arrangement, the Company was required to allot 4,365,306 Equity Shares of Rs. 10/- each, fully paid up (the New Equity Shares) to the shareholders of Kalyani Steels Limited, whose names appeared in the Register of Members on the Record Date, fixed for this purpose by the Board, which was 23rd April, 2010, in the ratio of 1 New Equity Share for every 10 Equity Shares of Rs. 10/- each held by them in Kalyani Steels Limited as on the record date. The Company has since allotted the said New Equity Shares on 27th April, 2010.

c) Simultaneously with the issue and allotment of the New Equity Shares by the Company, the 50,000 Equity Shares of Rs. 10/- each, issued to the subscribers to the Memorandum of Association and transferred to the Company in the said Composite Scheme of Arrangement are since cancelled on 27th April, 2010.

d) The Company has made allotment of 57,600,000 - 14% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up to Kalyani Steels Limited on 27th April, 2010, by way of conversion of the loans amounting to Rs. 576,000,000/- given by Kalyani Steels Limited to Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited, in accordance with the said Composite Scheme of Arrangement.

3. 14% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each allotted by the Company are redeemable at the end of 20 years from 1st October, 2009, with an option to the Company to redeem those in one or more tranches at any time from 1st October, 2010.

4. The Company is in the process of getting the investments and other assets of the Investment Division of Kalyani Steels Limited and of the said Amalgamating Companies transferred in its own name.

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 recognised Rs. 68,873/- (Previous Year : Rs. Nil) 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 provides 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 10 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 10 years. Vesting occurs upon completion of five years of service. The Company has not funded its obligation to provide these defined benefits.

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.

6. 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.

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

8. Related Party Disclosures :

A. Related Parties and their Relationship

I Associates : a) KG Renewable Energy Private Limited

b) Hikal Limited

II Joint Venture : M/s Sundaram Enterprises

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

10. 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.

11. Balance Sheet Abstract and the Company's General Business Profile is enclosed.

12. Previous year's figures have been regrouped and rearranged, wherever necessary.

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Mar 31, 2010

A. Company Overview :

a) Kalyani Investment Company Limited, is a public limited company incorporated on 25th June, 2009. The Company received the Certificate of Commencement of Business on 25th March, 2010. The Company is an Investment Company.

b) In a Composite Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay, as per Order dated 12th March, 2010, the Investment Division of Kalyani Steels Limited (the Demerged Company) was transferred to and vested in Kalyani Investment Company Limited (the Resulting Company), on going concern basis, with retrospective effect from the Appointed Date, being 1st October, 2009. The Investment Division comprised all investments as also all the assets and properties, whether moveable or immoveable, tangible or intangible, present or contingent and liabilities pertaining to or relatable to the Investment Division, as specified in the Scheme. As per the said Scheme, Chakrapani Investments and Trades Limited, Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited (collectively referred to as the Amalgamating Companies) amalgamated with Kalyani Investment Company Limited (the Amalgamated Company and the Resulting Company) with retrospective effect from the Appointed Date, being 1st October, 2009.

c) The said Scheme became effective from 31st March, 2010 (the Effective Date) upon which, the Business of the Investment Division of the Demerged Company 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 October, 2009. Similarly, the undertakings of the Amalgamating Companies were deemed to have been transferred to and vested in the Company on going concern basis.

d) The business of the Investment Division was deemed to have been carried out by Kalyani Steels Limited, in trust for the Company from the Appointed Date till the Effective Date. Any income or profit accruing or arising to Kalyani Steels Limited in relation to the Investment Division and all costs, charges, expenses and losses incurred by Kalyani Steels 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 Kalyani Investment Company Limited in accordance with the Scheme. Accordingly, these financial statements incorporate the result of the activities deemed to have been carried out by Kalyani Steels Limited in trust for the Company from 1st October, 2009 to 31st March, 2010.

e) The Amalgamating Companies are deemed to have carried on business, in trust for the Company from the Appointed Date till the Effective Date. Any income or profit accruing or arising to the Amalgamating Companies and all costs, charges, expenses and losses incurred by the Amalgamating Companies, are for all purposes, to be treated as the income, profits, costs, charges, expenses and losses, as the case may be of Kalyani Investment Company Limited in accordance with the Scheme. Accordingly, these financial statements incorporate the result of the activities deemed to have been carried out by the Amalgamating Companies in trust for the Company from 1st October, 2009 to 31st March, 2010.

f) The Company is a Core Investment Company holding 90% of its assets in investments in shares of or debts in Group Companies. In view of the interpretation of the extant regulatory frame work applicable to core investment companies, 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.

1. Contingent liabilities not provided for : NIL

2. Payment to Auditor :

a) As Auditor 50,000

b) For Tax Audit 25,000

TOTAL 75,000

3. In the Composite Scheme of Arrangement approved by the Honl>le High Court of Judicature at Bombay, as stated, hereinabove, the Investment Division of Kalyani Steels Limited was transferred to and vested in Kalyani Investment Company Limited, on going concern basis, with retrospective effect from the Appointed Date, being 1st October, 2009. Consequently, the business of the said Division, 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.

4. In terms of the said Composite Scheme of Arrangement, approved by the Hon"ble High Court of Judicature at Bombay, Chakrapani Investments and Trades Limited (Chakrapani), Surajmukhi Investment and Finance Limited (Surajmukhi) and Gladiolla Investments Limited (Gladiolla) amalgamated with Kalyani Investment Company Limited with retrospective effect from the Appointed Date, being 1st October, 2009. Accounting impact of the said Composite Scheme of Arrangement, in so far as the amalgamation of the Amalgamating Companies with Kalyani Investment Company is concerned, is discussed hereunder.

a) All the assets and liabilities of Amalgamated Companies as at 1st October, 2009, transferred on amalgamation have been accounted in the books of the Company at their respective book values.

b) All the reserves of the Amalgamating Companies as at 1st October, 2009 have been transferred to the "Amalgamation Reserve Account," in the books of the Company.

c) Investments held by Chakrapani in the Company have since been cancelled subsequent to 31st March, 2010.

d) Loans amounting to Rs.576 Million given by Kalyani Steels Limited to Surajmukhi and Gladiolla have since been converted into 57,600,000 -14% Non-Cumulative Redeemable Preference Shares of Rs.10/- each of the Company, subsequent to 31st March, 2010.

e) Costs incurred for the purposes of executing the Scheme have been debited to the "Amalgamation Reserve Account."

5. a) In terms of the said Composite Scheme of Arrangement, the Company was required to allot 4,365,306 Equity Shares of Rs.10/- each, fully paid up (the New Equity Shares) to the shareholders of Kalyani Steels Limited, whose names appeared in the register of members on the Record Date, fixed for this purpose by the Board, which was 23rd April, 2010, in the ratio of 1 New Equity Share for every 10 Equity Shares of Rs.10/- each held by them in Kalyani Steels Limited as on the Record Date. The Company has since allotted the said New Equity Shares on 27th April, 2010. Pending the said allotment, the aggregate face value of the New Equity Shares amounting to Rs.43,653,060/- has been credited to Equity Share Capital Suspense Account.

b) Simultaneously with the issue and allotment of the New Equity Shares by the Company, the 50,000 Equity Shares of Rs.10/- each, issued to the subscribers to the Memorandum of Association and transferred to the Company in the said Composite Scheme of Arrangement are since cancelled on 27th April, 2010. Accordingly, the issued, subscribed and paid up capital comprising of 50,000 Equity Shares of Rs.10/- each aggregating to Rs.500,000/- and the 50,000 Equity Shares of Rs.10/- each of Kalyani Investment Company Limited shown in InvestmentSchedule stand cancelled subsequent to the date of the Balance Sheet.

c) The Company has made allotment of 57,600,000 - 14% Non-Cumulative Redeemable Preference Shares of Rs.10/- each fully paid up to Kalyani Steels Limited on 27th April, 2010, by way of conversion of the loans amounting to Rs.576,000,000/- given by Kalyani Steels Limited to Surajmukhi and Gladiolla, in accordance with the said Composite Scheme of Arrangement. Pending the said allotment the aggregate face value of the said 14% Non-Cumulative Redeemable Preference Shares amounting to Rs.576,000,000/- has been credited to 14% Non-Cumulative Redeemable Preference Share Capital Suspense Account.

6. In pursuance of the Composite Scheme of Arrangement, sanctioned by the Honble High Court of the Judicature at Bombay, the Company has received allotment of 6,062,342 Equity Shares of Rs.5/- each, fully paid, in BF Investment Limited, in the ratio of one such share for each share of BF Utilities Limited, held on 12th March, 2010, upon demerger of the Investment Business Undertaking of BF Utilities Limited. Proportionate cost of acquisition of shares of BF Utilities Ltd., aggregating to ^342,370,519/- has accordingly been allocated towards the cost of acquisition of the said 6,062,342 Equity Shares of Rs.5/- each, fully paid up in BF Investment Ltd.

7. While calculating the weighted average number of Equity Shares outstanding during the period, effect of the cancellation of the existing 50,000 Equity Shares of Rs.10/- each fully paid up of the Company and of issue of 4,365,306 New Equity Shares of Rs.10/- each fully paid up has been considered from the Appointed Date i.e. 1st October, 2009, since these accounts also incorporate the results of the erstwhile Investment Division of Kalyani Steels Limited with effect from the said Appointed Date. Since the weighted average number of equity shares as calculated above, considers the effect of dilutive potential equity shares allotted after the date of Balance Sheet as stated in Note No. C-5(a) above, diluted EPS is considered to be the same as basic EPS.

8. The Company is in the process of getting the investments and other assets of the Investment Division of Kalyani Steels Limited and of the Amalgamating Companies transferred in its own name.

9. Even though, 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.

10. As stated, hereinbefore, in terms of the said Composite Scheme of Arrangement, approved by the Honble High Court of Judicature at Bombay, Chakrapani Investments and Trades Limited, Surajmukhi Investment and Finance Limited and Gladiolla Investments Limited (collectively referred to as the Transferor / Amalgamating Companies) amalgamated with Kalyani Investment Company Limited (the Transferee / Amalgamated Company) with retrospective effect from the Appointed Date, being 1st October, 2009. The amalgamation in substance, constitutes "amalgamation in the nature of merger" as specified under Accounting Standard - 14 on "Accounting for Amalgamations." The Scheme approved by the Honble High Court, inter-alia provides as under :

a) All the reserves of the Transferor / Amalgamating Companies as on the Appointed Date, shall be transferred to the "Amalgamation Reserve Account," in the books of the Transferee / Amalgamated Company.

b) All such amounts standing to the credit of the "Amalgamation Reserve Account," shall constitute Transferee / Amalgamated Companys free reserves available for distribution, as if the same were created by the Transferee / Amalgamated Company out of its own earned and distributable profits and accordingly, shall form part of the and stand transferred to the General Reserve and be treated as net worth of the Transferee / Amalgamated Company.

These accounts incorporate reserves of the Amalgamating Companies in accordance with the said Composite Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay, as stated above.

Deviations in the accounting treatment given to the reserves as prescribed by the said Composite Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay as compared to the requirements of

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

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

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

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

15. 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.

16. Balance Sheet Abstract and the Companys General Business Profile is enclosed.

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