Notes to Accounts of Oswal Agro Mills Ltd.

Mar 31, 2025

P. Provisions & Contingencies

A provision arising from claims, litigation, assessment, fines, penalties, etc. is recognised when the Company has a present obligation
(legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These are reviewed at each balance
sheet date and adjusted to reflect current management estimates. Contingent liabilities are disclosed in respect of possible obligations
that have arisen from past events and 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 enterprise. When there is a possible obligation or present obligation where the
likelihood of an outflow is remote, no disclosure or provision is made.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the entity. A contingent asset is disclosed, where
an inflow of economic benefits is probable.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable
is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.

Q. Income Taxes

Income tax comprises current tax and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the
extent it relates to items directly recognized in equity or in other comprehensive income.

Current tax

Current tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities
based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are
enacted or substantively enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current
tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis
or to realize the asset and liability simultaneously.

Deferred tax

Deferred tax is recognized using the balance sheet approach. Deferred tax assets and liabilities are recognized for deductible and taxable
temporary differences arising between the tax base of assets and liabilities and their carrying amount in standalone financial statements,
except when the deferred tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

Deferred tax liabilities are recognized for all taxable temporary differences.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Estimation of fair value

The company obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current
prices in an active market for similar properties. Where such information is not available, the company considers information from a variety
of source including:

- Current prices in an active market for properties of different nature or recent prices of similar properties in less active markets,
adjusted to reflect those differences

- Capitalised income projections based upon a property''s estimated net market income and a capitalisation rate derived from an
analysis of market evidence

The fair values of investment properties have been determined by an accredited registered valuer as defined under rule 2 of Companies
(Registered Valuers and Valuation) Rules, 2017, holding the recognised and relevant professional qualification and has recent experience
in the location and category of the investment property being valued. The main inputs used are the local enquiries and prevailing market
trends adjusted for location, size, utility, condition and other factors having influence over the fair value. All resulting fair value estimates
for investment properties are included in level 3.

Note-1: Post employment benefits and other long term employee benefits in relation to Key Managerial Personnels have not been shown separately as these are
determined on actuarial basis for the company as a whole.

Note-2: Mr. Vishnu Prasad Muddana was appointed as Vice-President (Project) of the company w.e.f. July 1,2024. Subsequently, Mr. Vishnu Prasad Muddana has
been appointed as Chief Financial Officer of the company w.e.f. January 28, 2025. Therefore the managerial remuneration of Mr. Vishnu Prasad Muddana
includes the remuneration as Vice-President (Project) and Chief Financial Officer of the company.

39 SEGMENT INFORMATION

For management purposes, the company is organised into business units based on its products and services and has three reportable

segments, as follows:

- Trading segment comprise of trading of goods/commodities

- The real estate segment which comprise of activities in the real estate sector including development of real estate, trading of real estate
assets etc.

- The investment segment comprise of extending in form of intercorporate deposits of the surplus funds, investment in equity instruments
and other securities

- Unallocable segment comprise of activities which can not be allocated to any of the above three segments and none of the activities
meet the quantitative thresholds to produce a reportable segment. The source of revenue comprise majorly of interest income on fixed
deposits and miscellaneous income not allocable to reportable segments.

The fair value of the financial assets and liabilities is determined at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.

The management assessed that fair value of trade receivables, trade payables, cash and cash equivalents and other bank balances,
other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these
instruments and the transactions being entered into at arm''s length. In respect of loans, the fair value equals the carrying value as the
risk management mechanism established by the company indicates that no credit losses in the value of these loans. The fair value of
lease liabilities is also considered to be equal to its book value.

The fair value of investments in mutual fund is determined on the basis of NAV of mutual fund declared on the last day of the financial
year. The fair value of the equity instruments measured at FVTOCI is determined on the basis of the valuation report of an independent
valuer who determines the value as per the financials of the investee, use of available fair values of the investee''s assets, assumptions
suitable to the method of valuation adopted and key data from the management of the investor for valuation purposes as obtained from
the investee.

43 FINANCIAL RISK MANAGEMENT

The Company''s principal financial assets include investment in equity instruments and mutual funds, Inter-corporate deposits, trade
receivables, other receivables and cash & bank balances.

The Company''s principal financial liabilities comprise trade payables, creditor for expenses and other financial liabilities. These other
financial liabilities mainly comprise of creditors for expenses and employee benefits payable.

The Company''s activities expose it to credit risk and liquidity risk. The company is not exposed to any market risk, neither in form of
interest rate risk as the debt instruments issued by the company (i.e. intercorporate deposits) bear a fixed rate of interest as per the
inter-corporate deposit agreements nor any foreign exchange risk. The different types of risk the company is exposed to are as follows:

(i) Credit risk

Credit risk is the risk that customer or counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company''s significant credit risk concentration is in its trade receivables and loans given [i.e. intercorporate
deposits (ICD)] and interest receivable thereon aggregating to ? 524.95 Lakhs as at March 31,2025 i.e. 2.15% (? 697.72 Lakhs
as at March 31,2024 i.e. 3.65%). The objective of managing counter party credit risk is to prevent losses in financial assets. The
Company assesses the credit quality of the ICD parties on regular basis by analysing their default pattern, reviewing annual financial
performance and creditworthiness as evident from their financial statements. The company regularly assesses the increase in risk of
default since initial recognition. The company considers a default of more than 6 months as an indicator for increased risk of default
requiring the assessment of expected credit losses and resulting impairment, if any. The company uses a provision matrix to compute
the expected credit losses (ECL) for trade receivables. The provision matrix takes into account internal and external credit risk factors
and the company''s historical experience for customers.

However, as at the date of balance sheet all parties were regular in meeting their contractual obligations and none of the financial
assets are credit impaired. Credit risk on cash & cash equivalents and other bank balances is limited as the company holds these
deposits with scheduled banks with high credit ratings.

Investments are primarily in equity instruments of companies. The management regularly values the investments from independent
professional valuers to determine any impairment in the value of investments. Further, the company invests on short term basis in
mutual funds having high credit rating from domestic credit rating agencies.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The company does
not have any significant financial liability as at March 31,2025 or March 31,2024 and Company has enough liquid funds in the form
of cash and cash equivalents to meet its financial obligations as and when they become due. The Company manages its liquidity
risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

As at March 31 2025, the company had a working capital of ? 17851.92 lakh (Previous year ? 18199.84 lakh). Further, the company
has substantial pool of highly liquid financial assets like cash & cash equivalents, trade receivables and short term investments in
mutual funds aggregating to ? 1709.53 lakh (Previous year ? 1739.38 lakh) as against the total current liabilities of ? 1043.15 lakh
(Previous year ? 486.02 lakh) which clearly establishes very strong liquidity position of the company.

The maturity analysis of the financial liabilities of the company as at 31.03.2025 is given as below:

(v) The Company has no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the
tax assessments under the Income Tax Act, 1961 (43, 1961) during the year.

(vi) CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its
average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas
for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and
rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the
company as per the Act. The funds were allocated to a charitable institution for spending towards healthcare promotion as covered
under activites specified in Schedule VII of the Companies Act, 2013.

(vii) The company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

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

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

46 OTHER NOTES:

(i) Capital management: The company has only equity capital as the only source of capital and has no funds raised in form of
borrowings. The company aims at utilising the capital in the most optimum manner. Hence the comprehensive disclosures required
by Ind AS 1, in respect of capital management are not required.

(ii) As per the internal assessment of the company, there is no non financial asset and investment in associate accounted for in
accordance with IND AS 27 requiring allowance for impairment in compliance of IND AS 36 on “Impairment of Assets” other than
already provided for, if any.

(iii) Based on the information available with the company, there are no dues as at March 31, 2025 and March 31, 2024 payable to
enterprises covered under “Micro, Small and Medium Enterprises Development Act, 2006”. No interest is paid/payable by the
company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

(iv) Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/
disclosures.

As per our report of even date attached

For Oswal Sunil & Company For and on behalf of the Board of Directors of

Chartered Accountants OSWAL AGRO MILLS LIMITED

(Firm Registration No. 016520N)

Narinder Kumar Dhiraj Gupta

Nawin K Lahoty CEO and Whole-time director Director

Partner DIN : 01936066 DIN : 09240964

Membership No. 056931

Vishnu Prasad Muddana Payal Agarwal

Place : New Delhi Chief Financial Officer Company Secretary

Date : 21^st May, 2025 PAN : AFNPM6955L M.No. 71645

UDIN : 25056931BMLDCQ6205

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Mar 31, 2024

P. Provisions & Contingencies

A provision arising from claims, litigation, assessment, fines, penalties, etc. is recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These are reviewed at each balance sheet date and adjusted to reflect current management estimates. Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events and 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 enterprise. When there is a possible obligation or present obligation where the likelihood of an outflow is remote, no disclosure or provision is made.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. A contingent asset is disclosed, where an inflow of economic benefits is probable.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Q. Income Taxes

Income tax comprises current tax and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

Current tax

Current tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.

Deferred tax

Deferred tax is recognized using the balance sheet approach. Deferred tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in standalone financial statements, except when the deferred tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

Deferred tax liabilities are recognized for all taxable temporary differences.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

(ii) Contractual Obligations and restrictions

(a) In respect of property situated at Mandideep, Madhya Pradesh, The MP High Court vide its order dated 17th January, 2024 has awarded an order in favour of MP Industrial Development Corporation (MPIDC). Accordingly leasehold agreement dated 26th May, 1982 for 99 years has been cancelled and the land is being hand over to MPIDC. The carrying amount of ? 253. 46 thousand leasehold land has been written off during the year. The gross carrying value of ? Nil (Previous year ? 293.24 thousand) and net carrying value of ? Nil (previous year ? 257.88 thousand) has been kept as security against the facility obtained by company in earlier years from Indian bank with which the legal dispute is going on as per Note No. 37.

(b) The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

(c) Right, preference and restrictions attached to equity shares:

The Company has only one type of equity shares having par value of '' 10 each per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share. The equity shareholders are entitled to dividend rights according to their paid up portion of the share capital. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2) Defined Benefit plan:

I. Gratuity

The Company operates an unfunded gratuity plan. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

a. The liability is determined based on actuarial valuation using the Projected Unit Credit Method as at the balance sheet date, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan, is based on market yields on Government securities as at the balance sheet date

c. Actuarial gains and losses are recognised immediately in other comprehensive income in Statement of profit and loss. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs.

38 SEGMENT INFORMATION

For management purposes, the company is organised into business units based on its products and services and has three reportable

segments, as follows:

- Trading segment comprise of trading of goods/commodities

- The real estate segment which comprise of activities in the real estate sector including development of real estate, trading of real estate assets etc.

- The investment segment comprise of extending in form of intercorporate deposits of the surplus funds, investment in equity instruments and other securities

- Unallocable segment comprise of activities which can not be allocated to any of the above three segments and none of the activities meet the quantitative thresholds to produce a reportable segment. The source of revenue comprise majorly of interest income on fixed deposits and miscellaneous income not allocable to reportable segments.

No operating segments have been aggregated to form the above reportable operating segments.

42 FINANCIAL RISK MANAGEMENT

The Company''s principal financial assets include investment in equity instruments and mutual funds, Inter-corporate deposits, trade receivables, other receivables and cash & bank balances.

The Company''s principal financial liabilities comprise trade payables, creditor for expenses and other financial liabilities. These other financial liabilities mainly comprise of creditors for expenses and employee benefits payable.

The Company''s activities expose it to credit risk and liquidity risk. The company is not exposed to any market risk, neither in form of interest rate risk as the debt instruments issued by the company (i.e. intercorporate deposits) bear a fixed rate of interest as per the inter-corporate deposit agreements nor any foreign exchange risk. The different types of risk the company is exposed to are as follows:

(i) Credit risk

Credit risk is the risk that customer or counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company''s significant credit risk concentration is in its trade receivables and loans given [i.e. intercorporate deposits (ICD)] and interest receivable thereon aggregating to ? 69771.88 thousand as at March 31,2024 i.e. 3.65% (? Nil as at March 31,2023 ). The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the iCd parties on regular basis by analysing their default pattern, reviewing annual financial performance and creditworthiness as evident from their financial statements. The company regularly assesses the increase in risk of default since initial recognition. The company considers a default of more than 6 months as an indicator for increased risk of default requiring the assessment of expected credit losses and resulting impairment, if any. The company uses a provision matrix to compute the expected credit losses (ECL) for trade receivables. The provision matrix takes into account internal and external credit risk factors and the company''s historical experience for customers.

However, as at the date of balance sheet all parties were regular in meeting their contractual obligations and none of the financial assets are credit impaired. Credit risk on cash & cash equivalents and other bank balances is limited as the company holds these deposits with scheduled banks with high credit ratings.

Investments are primarily in equity instruments of companies. The management regularly values the investments from independent professional valuers to determine any impairment in the value of investments. Further, the company invests on short term basis in mutual funds having high credit rating from domestic credit rating agencies.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The company does not have any significant financial liability as at March 31,2024 or March 31,2023 and Company has enough liquid funds in the form of cash and cash equivalents to meet its financial obligations as and when they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

As at March 31, 2024 the company had a working capital of ? 18,19,982.61 thousand (Previous year ? 24,03,866.96 thousand). Further, the company has substantial pool of highly liquid financial assets like cash & cash equivalents, trade receivables and short term investments in mutual funds aggregating to ? 1,73,937.99 thousand (Previous year ? 2,70,200.46 thousand) as against the total current liabilities of ? 48602.93 thousand (Previous year ? 48,719.41 thousand) which clearly establishes very strong liquidity position of the company.

(vi) CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and rural development projects. A CSR committee has been formed by the company as per the Act. The funds were allocated to a charitable institution for spending towards healthcare promotion as covered under activites specified in Schedule VII of the Companies Act, 2013.

45 OTHER NOTES:

(i) Capital management: The company has only equity capital as the only source of capital and has no funds raised in form of borrowings. The company aims at utilising the capital in the most optimum manner. Hence the comprehensive disclosures required by Ind AS 1, in respect of capital management are not required.

(ii) As per the internal assessment of the company, there is no non financial asset and investment in associate accounted for in accordance with IND AS 27 requiring allowance for impairment in compliance of IND AS 36 on “Impairment of Assets” other than already provided for, if any.

(iii) Based on the information available with the company, there are no dues as at March 31, 2024 and March 31, 2023 payable to enterprises covered under “Micro, Small and Medium Enterprises Development Act, 2006”. No interest is paid/payable by the company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

As per our report of even date attached

For Oswal Sunil & Company For and on behalf of the Board of Directors of

Chartered Accountants OSWAL AGRO MILLS LIMITED

(Firm Registration No. 016520N)

B N Gupta Anil Kumar Bhalla

Nawin K Lahoty CEO and Whole-time director Director

Partner DIN : 00562338 DIN : 00587533

Membership No. 056931

Parveen Chopra Payal Goel

Place : New Delhi Chief Financial Officer Company Secretary

Date : 20^th May, 2024 PAN : ABFPC3899K M.No. 71645

UDIN : 24056931BKEQFA9394

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Mar 31, 2018

1. COMPANY OVERVIEW

Oswal Agro Mills Limited is a listed company incorporated and domiciled in India and has its principal place of business at 7th Floor, Antriksh Bhawan, Kasturba Gandhi Marg, Connaught Place, New Delhi- 110001.The company’s shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The principal business of the company is trading of residential/commercial flats/ plot of lands and development of residential townships. Further, the company also lends its surplus funds as interest bearing intercorporate deposits. The standalone financial statements are approved for issue by the company’s board of directors on May 25, 2018.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation and presentation of standalone financial statements

(a) Basis of preparation of standalone financial statements

These standalone financial statements have been prepared and presented on a going concern basis under the historical cost convention (except those revalued), on the accrual basis of accounting and comply with the Indian Accounting Standards prescribed by Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, other pronouncements of the Institute of Chartered Accountants of India, guidelines issued by Securities and exchange board of India (SEBI) and the relevant provisions of the Companies Act, 2013/Companies Act, 1956, as adopted consistently by the Company.

(b) Statement of compliance with Ind ASs

The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules notified till date of standalone financial statements, to the extent applicable.

(c) Basis of Measurement

The standalone financial statements have been prepared on a historical cost convention and on an accrual basis except for the defined benefit and other long-term employee benefits obligations and Investments measured at fair value through profit and loss (FVTPL)/ fair value through other comprehensive income (FVTOCI) that have been measured at fair value as required by relevant Ind AS.

(d) Use of Estimates and Judgements

The preparation of standalone financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the standalone financial statements is included in the following notes:

i) Income taxes: The Company’s tax jurisdiction is India. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

ii) Provisions and Contingencies: The assessments undertaken in recognising the provisions and contingencies have been made in accordance with Ind AS 37, ‘Provisions, Contingent Liabilities and Assets’. The evaluation of the likelihood of the contingent events has required best judgement by management regarding the probability of exposure to potential loss. Should circumstances change following unforeseeable developments, this likelihood could alter.

iii) Post Employment benefit plan: Employee benefits obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal rates as well as assumptions concerning future developments in discount rates, the rate of salary increase and the inflation rate. The company considers that the assumptions used to measure its obligations are appropriate and documented. However, any changes in these assumptions may have a material impact on the resulting calculations.

iv) Other estimates: The preparation of standalone financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of standalone financial statements and the reported amount of revenues and expenses for the reporting period. Specifically, the Company estimates the probability of collection of accounts receivable by analysing historical payment patterns etc.

(e) Functional and Presentation Currency

Items included in the standalone financial statements of the company are measured using Indian Rupee (Rs.) which is the functional currency of the company and the currency of the primary economic environment in which the entity operates. The presentation currency of the company is also Indian Rupee (Rs.) (rounded off to Rs. thousand upto two decimals).

2.2 RECENT INDIAN ACCOUNTING STANDARDS (IND AS)

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 - Revenue from Contracts with Customers

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue, Ind AS 11 - Construction Contracts when it becomes effective.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligation in contract Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

The company is evaluating the impact of this amendment on its financial statements.

(ii) Contractual Obligations and restrictions

(a) The property situated at Mandideep, Madhya Pradesh having the gross carrying value of Rs.293.24 thousand (Previous year Rs.293.24 thousand) and net carrying value of Rs.279.98 thousand (previous year Rs.284.40 thousand) has been kept as security against the facility obtained by company in earlier years from Indian bank with which the legal dispute is going on as per Note No. 37.

(b) The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements, other than in the note (a) above.

(iii) Leasing arrangements

One of the investment properties is leased under non-cancellable operating lease with rental payable monthly. Minimum future lease payments receivable under non-cancellable operating lease of investment property are as follows-

Estimation of fair value

The company obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the company considers information from a variety of source including:

- Current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences

- Discounted cash flow projections based on reliable estimates of future cash flows

- Capitalised income projections based upon a property’s estimated net market income and a capitalisation rate derived from an analysis of market evidence

The fair values of investment properties have been determined by Mr. Paramjeet Singh, accredited registered valuer holding the recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued. The main inputs used are the local enquiries and prevailing market trends adjusted for location, size, utility, condition and other factors having influence over the fair value. All resulting fair value estimates for investment properties are included in level 3.condition and other factors having influence over the fair value. All resulting fair value estimates for investment properties are included in level 3.

(c) Right, preference and restrictions attached to equity shares:

The Company has only one type of equity shares having par value of Rs. 10 each per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share. The equity shareholders are entitled to dividend rights according to their paid up portion of the share capital. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Securities Premium Reserve

Securities premium reserve represents premium on issue of equity shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Capital Reserve

It includes central investment subsidy received in earlier years

General Reserve

This represents appropriation of profit by the Company. In the absence of any transfer to the General Reserve, there has been no movement in the General Reserve this year.

Retained Earnings

Retained earnings comprise of the Company’s prior years’ undistributed earnings after taxes.

Remeasurement of net defined benefit plan

This represents the gain/(loss) on remeasurement of net defined benefit plan.

I. Gratuity

The Company operates an unfunded gratuity plan. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

a. The liability is determined based on actuarial valuation using the Projected Unit Credit Method as at the balance sheet date, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plan, is based on market yields on Government securities as at the balance sheet date.

c. Actuarial gains and losses are recognised immediately in other comprehensive income in Statement of profit and loss. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs.

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.

Sensitivities as to rate of inflation and life expectancy are not applicable being a lump sum benefit on retirement.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the year.

Note : Provision for gratuity, leave encashment and sick leave has been made for a company as a whole and separate figures applicable to an individual employee are not available and therefore have not been considered in the above figures.

3 DISCLOSURE UNDER IND AS -17 “LEASES”:

The company has taken on lease office space under operating lease arrangements that are renewable on a periodic basis at the option of both the lessor and the lessee. The rent is subject to increase as per the prevalent market rates.

* Indian Bank has before Debt Recovery Tribunal (DRT), along with notice under SARFAESI Act, 2002, raised a demand of Rs.2,39,800.88 thousand (after appropriating the company’s FDR of Rs.33,409.46 thousand which has been fully provided for) along with interest. The dispute is on account of encashment of Bank Guarantee in 1986 by PNB, UK issued by it on behalf of the company which is pending before Debt recovery appellate tribunal(DRAT). Company has been legally opined that the present action of Indian Bank is barred by limitation and based upon the facts, legally not maintainable and the company envisages no liability on this account. Also refer note no 4 and 14.

4 RELATED PARTY DISCLOSURES

(A) Related parties and transactions with them as identified by the management are given below:

(a) Wholly owned subsidiary

Oswal Overseas Limited - Liquidated w.e.f 28th Febuary, 2018

(b) Associates

Oswal Greentech Limited

(c) Key Managerial Personnel

Mr. B.N. Gupta CEO & Whole Time Director

Ms. Shikha Jain Independent Director

Mr. Harnish Bindra Independent Director

Mr. Vikram Independent Director

Mr. Vishal Mishra Independent Director (upto 29th June, 2016)

Mr Praveen Chopra Chief Financial Officer

(d) Other related parties Aruna Abhey Oswal Trust Oswal Woollen Mills Limited

Note: Post employment benefits and other long term employee benefits in relation to Key Managerial Personnels have not been shown separately as these are determined on actuarial basis for the company as a whole.

5 SEGMENT INFORMATION

For management purposes, the group is organised into business units based on its products and services and has two reportable segments, as follows:

- The real estate segment which comprise of activities in the real estate sector including development of real estate, trading of real estate assets etc.

- The investment segment comprise of extending in form of intercorporate deposits of the surplus funds, investment in equity instruments and other securities

- Unallocable segment comprise of activities which can not be allocated to any of the above two segments and none of the activities meet the quantitative thresholds to produce a reportable segment. The source of revenue comprise majorly of interest income on fixed deposits and miscellaneous income not allocable to reportable segments.

Note 1: The company does not have any material operations outside India and hence disclosure of geographic segments is not given. Note 2: Revenue from two customers exceeded 10% of the company’s revenue viz. Rs.2,23,665.00 thousand (previous year Rs.1,55,001.00 thousand) arising from sale of real estate under real estate segment and Rs.45,191.17 thousand (previous year Rs.57,200.00 thousand) arising from interest on inter-corporate deposits under investment segment.

Note 3: The interest expense and tax expense has not been disclosed by segment as the same is not allocable to any reportable segment.

Note 4: The company has incurred loss on sale of investment of ‘ Nil (Previous year Rs.1,40,562.00 thousand) under investment segment.

The fair value of the financial assets and liabilities is determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The management assessed that fair value of trade receivables, cash and cash equivalents and other bank balances, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments and the transactions being entered into at arm’s length. In respect of loans, the fair value equals the carrying value as the risk management mechanism established by the company indicates that no credit losses in the value of these loans.

DETAILS OF ASSETS PLEDGED AS COLLATERAL/SECURITY

The carrying amount of financial assets as at 31^st March, 2018 and 2017 that the company has provided as collateral for obtaining borrowings and other facilities from the bankers as follows:

6 FAIR VALUE HIERARCHY

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as at 31st March, 2018 and 31st March, 2017.

There have been no transfers among Level 1, Level 2 and Level 3 during the year ended on 31st March, 2018 or on 31^st March 2017. A one percent point change in the unobservable inputs used in fair valuation of level 3 assets and liabilities does not have a significant impact in its value.

The fair value of investments in mutual fund is determined on the basis of NAV of mutual fund declared on the last day of the financial year. The fair value of investment property disclosed in financial statements is determined based on the valuation report from an independent valuer. The determination of the valuation by the valuer is based on level 3 inputs like discounted cash flows, net assets value etc. The fair value of the equity instruments measured at FVTOCI is determined on the basis of the valuation report of an independent valuer who determines the value as per the financials of the investee, assumptions suitable to the method of valuation adopted and key data from the management of the investor for valuation purposes as obtained from the investee.

7 FINANCIAL RISK MANAGEMENT

The Company’s principal financial assets include investment in equity instruments and mutual funds, Inter-corporate deposits, trade receivables, other receivables and cash & bank balances.

The Company’s principal financial liabilities comprise creditor for expenses and other financial liabilities. These other financial liabilities mainly comprise of creditors for expenses and employee benefits payable.

The Company’s activities expose it to credit risk and liquidity risk. The company is not exposed to any market risk, neither in form of interest rate risk as the debt instruments issued by the company (i.e. intercorporate deposits) bear a fixed rate of interest as per the inter-corporate deposit agreements nor any foreign exchange risk. The different types of risk the company is exposed to are as follows:

(i) Credit risk

Credit risk is the risk that customer or counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company’s significant credit risk concentration is in its trade receivables and loans given [i.e. intercorporate deposits (ICD)] and interest receivable thereon aggregating to Rs.11,86,904.47 thousand as at March 31, 2018 i.e., 45.45% (Rs.10,93,409.73 thousand as at March 31, 2017 i.e., 43.44%). The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the ICD parties on regular basis by analysing their default pattern, reviewing annual financial performance and creditworthiness as evident from their financial statements. The company regularly assesses the increase in risk of default since initial recognition. The company considers a default of more than 6 months as an indicator for increased risk of default requiring the assessment of expected credit losses and resulting impairment, if any. The company uses a provision matrix to compute the expected credit losses (ECL) for trade receivables. The provision matrix takes into account internal and external credit risk factors and the company’s historical experience for customers. However, as at the date of balance sheet all parties were regular in meeting their contractual obligations and none of the financial assets are credit impaired. Credit risk on cash & cash equivalents and other bank balances is limited as the company holds these deposits with scheduled banks with high credit ratings.

Investments are primarily in equity instruments of companies. The management regularly values the investments from independent professional valuers to determine any impairment in the value of investments. Further, the company invests on short term basis in mutual funds having high credit rating from domestic credit rating agencies.

Exposure to credit risk

The gross carrying amount of financial assets, net of any impairment recognised represents the maximum credit exposure. The maximum credit exposure as at 31.03.2018 and as at 31.03.2017 is as follows:

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The company does not have any significant financial liability as at March 31, 2018 or March 31, 2017 and Company has enough liquid funds in the form of cash and cash equivalents to meet its financial obligations as and when they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

As at March 31 2018, the company had a working capital of Rs.21,38,630.41 thousand (Previous year Rs.23,70,998.68 thousand). Further, the company has substantial pool of highly liquid financial assets like cash & cash equivalents, trade receivables and short term investments in mutual funds aggregating to Rs.15,02,462.97 thousand (Previous year Rs.12,74,849.40 thousand) as against the total current liabilities of Rs.37,472.65 thousand (Previous year Rs.58,615.69 thousand) which clearly establishes the strong liquidity position of the company.

Notes: i) The case is pending before the apex court and will be paid on the basis of the final judgement.

ii) Provision is made herein as a measure of abundant precaution.

iii) Remote risk possibility of cash outflows is presumed pertaining to contingent liabilities as listed in note no. 37 46 OTHER NOTES

(i) Capital management: The company has only equity capital as the only source of capital and has no funds raised in form of borrowings. The company aims at utilising the capital in the most optimum manner. Hence the comprehensive disclosures required by Ind AS 1, in respect of capital management are not required by the company.

(ii) Average Net profit for the three immediately preceding financial years, as per Section 198 of the Companies Act, 2013("Act") is nil. Accordingly, company was not required to spend any amount on CSR activities as per Section 135 of the Act in the current and previous year.

(iii) As per the internal assessment of the company, there is no non financial asset requiring allowance for impairment in compliance of IND AS 36 on “Impairment of Assets” other than already provided for, if any.

(iv) Based on the information available with the Company, there are no dues as at March 31, 2018 and March 31, 2017 payable to enterprises covered under “Micro, Small and Medium Enterprises Development Act, 2006”. No interest is paid/payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

(v) One of the shareholder of the company has filed a petition under section 241, 242 read with section 244 of the Companies Act, 2013 against the company seeking relief against various acts of oppression and mismanagement before the NCLT, Chandigarh which is subjudice. However, the company is challenging this petition on the grounds of its maintainability and considered it to be bad in law and not sustainable.

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Mar 31, 2016

(c) Right, preference and restrictions attached to equity shares:

The Company has only one type of equity shares having par value of Rs. 10 each per share. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share. The equity shareholders are entitled to dividend rights according to their paid up portion of the share capital. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

* In the opinion of the management, diminution in value of long term Investment in Associate companies, M/s Oswal Greentech Limited and M/s News Nation Network Private Limited, is temporary in nature. Hence, no provision for the same has been provided during the year ended March 31, 2016.

** Provision of Rs.171,257.96 thousand had been made in respect of investment made in M/s P C Media Systems Limited and these equity shares has been valued at Rs.9.90 per share in accordance with net worth of the Company. Provision of ''16,962.04 thousand in respect of investment in Oswal Overseas Limited (Wholly owned subsidiary), had been made for substantial decline in the book value of the shares.

* Indian Bank has before Debt Recovery Tribunal (DRT), along with notice under SARFAESI Act, 2002, raised a demand of Rs.2,39,800.88 thousand (after appropriating the Company''s FDR of Rs. 33,409.46 thousand which has been fully provided for) along with interest. The dispute is on account of encashment of Bank Guarantee in 1986 by PNB, UK issued by it on behalf of the Company which is pending before Debt Recovery Appellate Tribunal (DRAT). Company has been legally opined that the present action of Indian Bank is barred by limitation and based upon the facts, legally not maintainable and the Company envisages no liability on this account.

Note: The remuneration/Salary and Other benefits to Key management personnel does not include the provisions made for Gratuity and leave benefits, as they are determined on actuarial basis of the Company as a whole.

1. SEGMENT - (AS-17)

The business segment is the primary segment of the Company consisting of:-

(i) Investment Activities

(ii) Real Estate

(iii) Trading

Note : The Company does not have any material operations outside India and hence disclosure of geographic segment is not given.

2. LEASES - (AS-19)

Rental payments amounting to '' 429.26 thousand (Previous Year '' 828.25 thousand) is recognized in the Statement of Profit and Loss for the year ended 31^st March, 2016.

3. Details of Loans Given, Investments Made and Guarantee Given covered u/s 186(4) of the Companies Act, 2013

During the year Company had given loans to Vardhman Financial Services Private Limited of '' 50,000 thousand which were given and received back during the year.

All the above loans has been given for business purposes.

II. Particulars of investment made are given in Note no. 2.9 and 2.11.

III. The Company has not given any guarantee or security in connection with a loan to any other body corporate or person.

* Previous year figures are given in bracket

4. OTHER NOTES:

(i) In the opinion of the management, all current assets and loan & advances as on 31^st March, 2016 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(ii) Net Average profit for the three immediately preceding financial years, as per Section 198 of the Companies Act, 2013 (“Act”) is nil. Accordingly, Company was not required to spend any amount on CSR activities as per Section 135 of the Act.

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

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Mar 31, 2015

(i) Effective April 1, 2014, the company has revised the useful lives of Fixed Assets based on Schedule II to the Companies Act, 2013 for the purposes of providing depreciation on fixed assets. Accordingly, the carrying amount of assets as on April 1 , 2014 has been depreciated over the remaining useful lives of the fixed assets. Consequently, the depreciation for the year ended March 31, 2015 is lower and the profit before tax is higher to the extent of Rs. 42.24 thousand. Further, an amount of Rs. 29.82 thousand representing the carrying amount of assets with revised useful life as nil, has been charged to the opening balance of retained earnings as on April 1, 2014 pursuant to the Companies Act, 2013.

(ii) The company is in the process of appointing Independent Directors and regularizing its Committees and Composition of Board.

(iii) In the opinion of the management, all current assets and loan & advances as on March 31, 2015 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

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

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Mar 31, 2014

1.1 RELATED PARTY DISCLOSURES - (AS- 18)

(I) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises over which major shareholders, key management personnel and their relatives have significant influence – Oswal Greentech Limited

– Lucky Star Entertainment Limited – Aruna Abhey Oswal Trust – Oswal Woolen Mills Ltd.

(b) Enterprises over which company has significant influence: – News Nations Networks Private Limited

(c) Enterprises controlled by the Company

– Oswal Overseas Limited, Dubai, UAE (wholly owned subsidiary company) – Oswal Brasil Refinaria de Petroleo, Brazil (Step down subsidiary)

(d) Directors, Key Management Personnel and their relatives Mr. Abhey Kumar Oswal, Director

Mr. Atul Kulshrestha (Brother of Mr. Sunil Kumar Kulshrestha, Director)*

Mr. Rajinder Pal Jolly, CS and CFO*

*w.e.f 12th September, 2013 as per Companies Act, 2013

*Transactions entered into on and after 12th September, 2013 are considered for the disclosure in accordance with Companies Act, 2013. # Associate Company in pursuance of the Companies Act, 2013.

1.2 SEGMENT - (AS-17)

The business segment is the primary segment of the Company consisting of:- (i) Investment Activities (ii) Real Estate (iii) Trading

1.3 OTHER NOTES:

(i) Employee benefits expenses (Notes - 2.22) and Other expenses (Notes-2.24) includes Rs.3,720.02 thousand (Previous Year Rs.3,340.52 thousand) being apportioned expenses incurred by a group company on behalf of this company.

(ii) In the opinion of the management, all current assets and loan & advances as on 31st March, 2014 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(iii) 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

1.1 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

As at 31.03.2013 As at 31.03.2012

a) Claims against the company not acknowledged as debts 38,404.53 30,359.52

b) Other money for which the company is contingently liable 1,422.73 41,966.73

1.2 RELATED PARTY DISCLOSURES

(I) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises over which major shareholders, key management personnel and their relatives have significant influence

– Oswal Greentech Limited

– Lucky Star Entertainment Limited

– Aruna Abhey Oswal Trust

– Sohanaa International Private Limited

(b) Key Management Personnel and their relatives:–

Mr. Abhey Kumar Oswal Mr. Anil Bhalla Mr. Shael Oswal

(c) Enterprises controlled by the Company

– Oswal Overseas Limited, Dubai, UAE (wholly owned subsidiary company) – Oswal Brasil Refinaria De Petroleo, Brazil (Step down subsidiary)

1.3 OTHER NOTES :

(i) Employee benefits expenses (Notes – 2.23 )and Other expenses (Notes – 2.25 ) includes Rs. 3340.52 thousand (Previous Year Rs. 3778.05 thousand) being apportioned expenses incurred by a group company on behalf of this company.

(ii) In the opinion of the management, all current assets and loan & advances as on 31st March, 2013 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(iii) 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

(A) Rights, preference and restrictions attached to shares

Equity Shares : The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year:

Employees Provident Fund including family pension fund Rs.96.13 thousand (Previous Year Rs. 290.90 thousand)

b) Defined Benefit Plans

(i) Valuation in respect of gratuity has been carried out by independent actuary, as at the Balance date, based on the following assumption:

NOTE - 1.1 Year ended March 31, 2012 Year ended March 31, 2011

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

i) Claims against the company not acknowledged as debts 30,359.52 23,599.43

ii) Other money for which the company is contingently liable 41,966.73 40,543.99

NOTE - 1.2

(i) In the opinion of the management, all current assets and loan & advances as on 31st March, 2012 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(ii) No provision is required for investment made in the subsidiary company, since the management is of the view that the company will make sufficient profit in coming years and the said subsidiary will continue as a going concern.

NOTE - 1.3

(i) The figure of Other Expenses (Notes - 2.22) includes the provision made for Auditors Remuneration on the following account

(ii) Employee Benefit Expense (Notes- 2.20) and Other Expenses (Notes- 2.22) includes Rs 3778.05 thousand (Previous Year Rs. 4048.48 thousand) being apportioned expenses incurred by a group company on behalf of this company.

NOTE - 1.4

RELATED PARTY DISCLOSURES

(A) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises over which major shareholders, key management personnel and their relatives have significant influence

- Oswal Greentech Ltd*

- Lucky Star Entertainment Ltd

- Aruna Abhey Oswal Trust

- Sohanaa International Pvt Ltd.

(b) Key Management Personnel and their relatives:-

Mr. Abhey Kumar Oswal

Mr. Anil Bhalla

Mr. Shael Oswal

(c) Enterprises controlled by the Company

- Oswal Overseas Ltd, Dubai, UAE (wholly owned subsidiary company)

- Oswal Brasil Refinaria De Petroleo, Brazil (Step down subsidiary)

NOTE - 1.5

Based on the information available with the Company, there are no dues as at March 31, 2012 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

NOTE - 1.6

SEGMENT

The business segment is the primary segment of the Company consisting of:-

(i) Investment Activities

(ii) Real Estate

(iii) Trading

NOTE - 1.7

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

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Mar 31, 2011

1. Contingent Liabilities

(Rs. in thousand)

Particulars As at 31.03.2011 As at 31.03.2010

Claims against the company not acknowledged as debt. 64,143.42 64,143.42

2. The leasehold land includes cost of Nil acres (previous year 150 acres) of land valuing Rs.Nil ( previous year Rs.3,300.10 thousand) acquired by the Company at Shahjahanpur (U.P.). The cost of this land represents payment of premium, development charges and stamp duty for execution of lease deed paid by the Company. The case regarding additional compensation is pending in the Court. Therefore, the additional compensation, if any, shall be accounted for as and when the case is decided.

3. During 1983 the Company had received interest free advance of USD 6 millions from M/s Indo Europe Food Limited, London as against export contract of USD 60 millions. The above advance received by the company is secured against Bank Guarantee for USD 6 millions and in lieu whereof the bank holds first charge over the movable, immovable, present and future assets of the Soyabean Processing Unit at Mandideep (M.P.) and has counter guarantee by the Chairman of the Company. The Company has further given a FDR of Rs.24,111.06 thousand (Previous Year Rs. 21,441.27 thousand) under Bank's lien as margin for Bank Guarantee. As per accounting policy of the Company, no effect has been given in the accounts to the fluctuation in the exchange rate on the above amount of advance, which were reflected on the exchange rate prevalent on the date of receipt of advance. As such the fluctuation, if any, will be accounted for as and when the matter is finalized.

In addition to the above export contract, the Company had also made exports of goods valuing Rs.30,936.11 thousand to M/s Indo Europe Food Limited, London for which export bills remain outstanding. As against outstanding export bills, the Company obtained a Decree dated 9th May 1989 from the Hon'ble Delhi High Court for an amount of Rs.38,386.29 thousand along with interest @ 12% p.a. from the date of Decree till the date of realization. In view of the above, Decree remains pending for execution, no provision for interest has been made in the Books of Accounts, which shall be accounted for in the year of realization. However, the Company has provisionally adjusted the over due export bills against the above referred advance received from M/s Indo Europe Food Limited.

4. In the opinion of the management, all current assets and loan & advances as on 31st March, 2011 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

5. The figure of Other Expenses (Schedule – XVI) includes the provision made for Auditors Remuneration on the following account *includes Rs. Nil (Previous Year Rs.10.00 thousand) for prior period ** includes Rs. Nil (Previous Year Rs.1.00 thousand) for prior period

6. Employee Cost (Schedule XIV) and Other Expenses (Schedule XVI) includes Rs 4,048.48 thousand (Previous Year Rs.3,701.28 thousand) being apportioned expenses incurred by a group company on behalf of the Group.

7. The Company has not charged any interest on loans given to certain enterprises aggregating to Rs.425,773.99 thousand outstanding as on 31st March, 2011 in terms of an arbitration award, which was mutually accepted by the borrowers and the company. The terms of repayment have been extended to 31st March, 2012 by way of an understanding between borrowers and the company.

8. Disclosures pursuant to clause 32 of the listing agreement Loans and advances in the nature of Loans given to company in which the directors are interested

9. Market value of Equity Shares of Oswal Chemicals & Fertilizers Ltd as at 31st March, 2011 was Rs.5,327,699.03 thousand (Previous Year Rs. 477,964.97 thousand).

10. No provision is required for investment made in the subsidiary company, since the management is of the view that the company will make sufficient profit in coming years and the said subsidiary will continue as a going concern.

Previous year figures are given in bracket

11. Based on the information available with the Company, there are no dues as at March 31, 2011 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

12. Earnings Per Share (EPS) – Numerators and Denominators used to calculate basic and diluted earning per share *Oswal Chemicals & Fertilizers Ltd becomes an associate of the company w.e.f. 22.10.2010.

13. Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year:

Employees Provident Fund including family pension fund Rs.290.90 thousand (Previous Year Rs.120.88 thousand)

The Company expects to contribute Rs.34.86 thousand during the next year.

14. The corresponding figures of the previous year have been regrouped/ reclassified, wherever necessary

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Mar 31, 2010

1. Contingent Liabilities (Rs.in thousand) Particulars As at 31.3.2010 As as 31.3.2009 Claims against the company not acknowledged as debt. 64,143.42 100,709.84

2. The leasehold land includes cost of 150 acres (previous year 150 acres) of land valuing Rs.3300.10 thousand ( previous year Rs 6441.50 thousand) acquired by the Company at Shahjahanpur (U.P.). The cost of this land represents payment of premium, development charges and stamp duty for execution of lease deed paid by the Company. The case regarding additional compensation is pending in the Court. Therefore, the additional compensation, if any, shall be accounted for as and when the case is decided.

3. During 1983 the Company had received interest free advance of USD 6 million from M/s Indo Europe Food Limited, London as against export contract of USD 60 millions. The above advance received by the company is secured against Bank Guarantee for USD 6 millions and in lieu whereof the bank holds first charge over the movable, immovable, present and future assets of the Soyabean Processing Unit at Mandideep (M.P.) and has counter guarantee by the Chairman of the Company. The Company has further given a FDR of Rs. 21,441.27 thousand (Previous Year Rs. 21,441.27 thousand) under Banks lien as margin for Bank Guarantee. As per accounting policy of the Company, no effect has been given in the accounts to the fluctuation in the exchange rate on the above amount of advance, which were reflected on the exchange rate prevalent on the date of receipt of advance. As such the fluctuation, if any, will be accounted for as and when the matter is finalized.

In addition to the above export contract, the Company had also made exports of goods valuing Rs.30,936.11 thousand to M/s Indo Europe Food Limited, London for which export bills remain outstanding. As against outstanding export bills, the Company obtained a Decree dated 9th May 1989 from the Honble Delhi High Court for an amount of Rs.38,386.29 thousand along with interest @ 12% p.a. from the date of Decree till the date of realization. In view of the above, Decree remains pending for execution, no provision for interest has been made in the Books of Accounts, which shall be accounted for in the year of realization. However, the Company has provisionally adjusted the over due export bills against the above referred advance received from M/s Indo Europe Food Limited.

4. Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

5. In the opinion of the management, Current Assets and loan & advances as on 31st March, 2010 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

6. The company has contributed of Rs. 100 thousands for charitable purpose in excess of limit specified in Section 293(1)(e) of the Companies Act, 1956. The said contribution is subject to the approval of the shareholders.

7. Employee Cost (Schedule XIV) and Other Expenses (Schedule XVI) includes Rs 3,701.28 thousand (Previous Year Rs. 2,898.34 thousand) being apportioned expenses incurred by a group company on behalf of the Group.

8. The Company has not charged any interest on loans given to certain enterprises aggregating to Rs. 555,480.11 thousand outstanding as on 31st March 2010 in terms of an arbitration award, which was mutually accepted, by the borrowers and the company. The terms of repayment have been extended to 31st March, 2012 by way of an understanding between borrowers and the company.

9. Balances written off include business losses of Nil (Previous year Rs. 100,000 thousand) on account of assignment of real estate contract due to adverse market conditions.

10. Market value of Equity Shares of Oswal Chemicals & Fertilizers Ltd as at 31st March 2010 was Rs. 477,964.97 thousand (previous year Rs. 306,831.77 thousand).

11. No provision is required for investment made in the subsidiary company, since the management is of the view that the company will make sufficient profit in coming years and the said subsidiary will continue as a going concern.

12. Related Party Disclosures

Related parties and transactions with them as identified by the management are given below:

1. Enterprises over which major shareholders, key management personnel and their relatives have significant influence – Oswal Chemicals & Fertilizers Ltd.

– Lucky Star Entertainment Ltd. – Aruna Abhey Oswal Trust – Sohanaa International Pvt Ltd.

2. Key Management Personnel and their relatives:- Mr. Abhey Kumar Oswal, Mr. Anil Bhalla, Mr. Shael Oswal

3. Enterprises controlled by the Company (wholly owned subsidiary companies) – Oswal Overseas Ltd, Dubai, UAE

– Oswal Brasil Refinaria De Petroleo, Brazil

13. Segment Reporting

The business segment is the primary segment of the Company consisting of -

a) Investing Activities

b) Real Estate

14. Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year:

Employees Provident Fund including family pension fund Rs.120.88 thousand (Previous Year Rs. 121.13 thousand)

15. The corresponding figures of the previous year have been regrouped/ reclassified, wherever necessary.