Notes to Accounts of S P Capital Financing Ltd.

Mar 31, 2024

Note 12.1 There are no items for reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period.

Note 12.2 Terms/Rights Attached to Shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends to the holders of equity shares in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Note 12.4 There are no Bonus Shares /Buyback/Shares for consideration other than cash issued during past five years.

Description of Nature and purpose of other equity:

General Reserve:

General Reserve is used from time to time to tranfer profits from retained earnings for appropriation purposes. Seurity Premium Reserve:

Security premium Reserve is the additional amount charged on the face value of share when the shares are issued,redeemed or forfeited.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimize returns to shareholders. The capital structure of the Company is based on management’s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, customer, creditors and market confidence.

The management and the Board of Directors monitor the return on capital as well as the level of dividends to shareholders.

The Company may take appropriate steps in order to maintain, or if necessary, adjust, its capital structure.

Note:24 Fair Value Disclosures

• Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

• Level 2: Inputs other than quoted price 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).

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

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

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The fair value of trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature.

Note: 25 Additional regulatory information required by Schedule III(i) Compliance with number of layers of companies

The company has complied with the number of layers prescribed under the Companies Act, 2013.

(ii) Compliance with approved scheme(s) of arrangements

The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(iii) Utilisation of borrowed funds and share premium

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

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

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

(iv) Undisclosed Income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(v) Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(vi) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

The primary objectives of the Company''s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholders value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. Capital Management Policy, objectives and processes are under constant review by the Board.

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide maximum returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The primary objective of the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

For the purposes of the Company’s capital management, capital includes issued capital, securities premium, and all other equity reserves attributable to the equity holders.

To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, other non-current financial liabilities, other non current liabilities, other current financial liabilities, other current liabilities, trade payables less cash and cash equivalents.

Note:28 Financial instrument and fair value measurement

a) Financial Instruments - Accounting Classifications

Set out below, is a comparison by class of the carrying amounts and fair value and amortised cost of the Financial Assets and Financial Liabilities:

The management assessed that the fair value of cash and cash equivalents, loans, other financial assets, borrowings, and other current financial liabilites (except financial instruments carried at amortised cost) approximate their carrying amounts largely due to the short-term maturities of these instruments.

b) Financial Instruments - Fair value measurement

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised 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 the 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. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments and bonds which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

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

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

The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note:29 Financial Risk Management Objectives and Policies:

The Company’s principal financial liabilities comprise Borrowings and Payables. The Company’s financial assets include Investments, Loan, Interest receivable on Loan and Cash and Cash equivalents that derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company’s board of directors has an overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect changes in market conditions and the Company’s activities.

The Company’s risk management committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

1) Credit risk

Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and loans. The carrying amounts of financial assets represent the maximum credit risk exposure.

Loans

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each Borrower / Customer, However, management also considers the factors that may influence the credit risk of its customer base. Including the default risk associated with the industry. The Company’s exposure to credit risk for loans and advances by type of counterparty is as follows;

The Loans are repayable on demand, however an impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. For the purposes of this analysis, the trade receivables are categorised into groups based on days past due.

Investments

The company has made investments in Equity shares, bonds and units of mutual funds on the basis of risk and returns of the respective scheme.

Cash and cash equivalent and Bank deposits

Credit risk on cash and cash equivalent and bank deposits is limited as the fund are in Current Account and sometimes in invests in term deposits with banks.

2) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with its financial liabilities. The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due.

The Company is monitoring its liquidity risk by estimating the future inflows and outflows during the start of the year and planned accordingly the funding requirement. The Company manages its liquidity by term loans, inter-corporate deposit and investment in mutual funds.

The table below summarises the maturity profile of the Company’s non-derivative financial liabilities based on contractual undiscounted payments along with its carrying value as at the balance sheet date.

3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.

Market risk includes interest rate risk and foreign currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

4) Interest Risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The main business of the Company is providing loans to Corporates. The Company uses its own fund as well as borrows the funds for its lending activity. These activities expose the Company to Interest rate risk.

Interest rate risk is measured through earnings at risk from an earnings perspective and through duration of equity from an economic value perspective. Further, exposure to fluctuations in interest rates is also measured by way of gap analysis, providing a static view of the maturity and re-pricing characteristic of balance sheet positions. An interest rate sensitivity gap report is prepared by classifying all rate sensitive assets and rate sensitive liabilities into various time period categories according to contracted/behavioural maturities or anticipated re-pricing date. The difference in the amount of rate sensitive assets and rate sensitive liabilities maturing or being re-priced in any time period category, gives an indication of the extent of exposure to the risk of potential changes in the margins on new or re-priced assets and liabilities. The interest rate risk is monitored through above measures on a time to time basis.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates (all other variables being considered as constant) of the Company’s statement of profit and loss and equity:

The Company operates mainly in the business segment of fund based financing activity. All other activities revolve around the main business. Further, all activities are carried out within India. As such, there are no separate reportable segments as per the provisions of IND AS 108 on ‘Operating Segments’.

Note: 36 Leases (Ind AS - 116)

The Company has taken premises under lease. The lease typically runs for a period of 3 years with an option to renew the lease after that period. The lease payments for the entire lease period are fixed at the time of entering into the lease agreement and are renegotiated towards the end of the lease period in case of renewals.

Note:37 The provisions of section 186 of the Companies Act, 2013 pertaining to investment and lending activities were not applicable to the Company since the Company was an NBFC. Further, during the year, the Company has not provided any guarantee.

Note: 38 Disclosures as required by RBI Notification No. DNBR.019/CGM (CDS) - 2015 dated April 10, 2015 has not been given since the asset size of the Company does not exceed Rs.500 Crores as on the Balance Sheet date.

Note: 39 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31,2024.

Note: 40 The Company has not used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. The Company is taking necessary steps such as upgrading existing software /acquiring new software having edit log feature in due course.

Note: 41 The Company has not traded or invested in crypto currency or virtual currency during the year.

Note: 42 The Company is not required to spent any amount in terms of provisions of section 135 of the Companies, Act 2013 on Corporate Social Responsibility.

Note: 43 The Company is not as wilful defaulter by ant bank or financial institution or other lenders.

Note: 44 There are no transactions with the Struck off Companies under Section 248 or 560 of the Companies, Act 2013.

Note: 45 No proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

Note: 51 In the opinion of the Board, the Current assets, and Loans and Advances have a value on realisation in the ordinary course of the business at least equal to the amount at which they are stated in the books of account and adequate provision has been made of founds all known liabilities.

Note: 52 (a) Pursuant to the amendments to Schedule III vide MCA circular dated March 23, 2024, figures are rounded off to rupee in lakhs.

(b) Previous year figures have been regrouped and/or reclassified wherever necessary to conform to current year''s presentation.

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Mar 31, 2015

1. Terms/Rights Attached to Shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends to the holders of equity shares in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

2. With regarding the realizable value of certain Securities held as stock in trade, which are non traded and the market value of the same is not available. The company is of the view that the realizable value would be higher than the cost and that if not so, the same would not be material and therefore no adjustment is required to the carrying cost of inventories.

3. Contingent Liability towards Income Tax is Rs.64,890/- (P.Y. Nil).

4. Other Information pursuant to the provisions of Schedule III of Companies Act, 2013 are either Nil or Not Applicable.

5. In the opinion of the management the company is mainly engaged in the business of Capital Market Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments.

6. Information on related party transactions as required by Accounting Standard 18 issued by the Institute of Chartered Accounts of India for the year ended 31st March 2015.

a) Key Managerial Persons: Sureshchand P Jain

b) Companies/Firms over which the key Pride Hotels Ltd

Managerial Persons/ Relatives have Meena Invetment Corporation

significant Influence or control: Pride Builders LLP

7. Information (to the extent applicable) pursuant to AS 19:

The Company's significant leasing arrangements are in respect of operating leases for Office premises. These leasing arrangements which are not non-cancelable range between 8 months, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as rent under schedule E.

The particulars of these leases are as follows:

(Rs. In Lacs)

PARTICLUARS 2014 - 2015 2013 - 2014

Future Minimum lease payments obligation on

non-cancelable operating leases :

Not later than one year — —

Later than one year and not later than five years. — —

Later than five years — —

Lease payments recognized in Profit & Loss Account 1,20,000 1,20,000

8. Figures of previous year are regrouped and reclassified as and when necessary.

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Mar 31, 2013

Note 1 Contingent Liability is Nil (P.Y. Nil).

Note 2 Other Information pursuant to the provisions of Para 3 and 4 of Part-11 of Schedule Vi of Companies Act, 1956 (vide notification dated SO1" October, 1973 of the Department of Company Affairs, Government of India) are either Nil or Not Applicable.

Note 3 Information pursuant to Accounting standard 17: In the opinion of the management the company is mainly engaged in the business of Capital Market Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments.

Relationship

a) Key Managerial Persons: Sureshchand P Jain

b) Relatives of Key Managerial Persons: Meena S Jain

Sureshchand Dhannalal HUF Satyen S Jain

Sureshchand Premchand HUF AP Jain family trust

c) Companies/Firms over which the key A.S.P.Enterprises Pvt Ltd Managerial Persons/ Relatives have Executive Hsg Finance Co Ltd significant Influence or control: Kopra Estate Pvt Ltd

Pride Builders Pvt. Ltd.

Pride Centre & Dev P Ltd

Pride Hotels Ltd

Pride Plaza (India) Pvt Ltd

Pride Network Pvt Ltd

Pride Paradise & Development P Ltd

Pride Realty Pvt Ltd

Pride Regency & Developers Pvt Ltd

Meena Invetment Corporation

S.P.Realtors Pvt Ltd

The Executive Inn Ltd

Pride Estate Pvt Ltd

Indralok Hotels P Ltd

S.P.Capital Consultants P Ltd

Jagson Hotels Pvt. Ltd.

Note 4 Information (to the extent applicable) pursuant to AS 19:

The Company''s significant leasing arrangements are in respect of operating leases for Office premises. These leasing arrangements which are not non-cancelable range between 8 months, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as rent under schedule E.

Note 5 Figures of previous year are regrouped and reclassified as and when necessary.

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Mar 31, 2012

1.1 There are no items for reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period.

1.2 Terms/Rights Attached to Shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends to the holders of equity shares in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

1.3 There are no Bonus Shares /Buyback/Shares for consideration other than cash issued during past five years.

Note 2

Contingent Liability is Nil (P.V. Nil).

Note 3

The Company has not received any intimation from suppliers regarding their status under Mico, Small and Medium Enterprises Devlopment Act, 2006 and hence disclosures regarding :

a) Amount due and Outstanding as at the end of accounting year.

b) Interest paid during the year.

c) Interest payable at end of accounting year.

d) interest accrued and unpaid at the end of the accounting year, have not been given.

Note 4

Other Information pursuant to the provisions of Para 3 and 4 of Part-ll of Schedule VI of Companies Act, 1956 (vide notification dated 30th October, 1973 of the Department of Company Affairs, Government of India) are either Nil or Not Applicable.

Note 5

In the opinion of the management the company is mainly engaged in the business of Capital Market Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments.

Note 6

Information on related party transactions as required by Accounting Standard 18," issued by the Institute of Chartered Accounts of India for the year ended 3151 March 2012.

Note 7 Information (to the extent applicable) pursuant to AS 19:

The Company's significant leasing arrangements are in respect of operating leases for Office premises. These leasing arrangements which are not non-cancelable range between 8 months, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as rent under schedule E.

Note 8

The Financial statements for the year ended March 31,2011 had been prepared as per the then applicable, pre-revised schedule VI to the Companies Act 1956, the financial statements for the year ended March 31,2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figure have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for the previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.

Notes:

1. As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits(Reserve Bank) Directions. 1998.

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial(Non-Deposit Accepting or holding)Companies prudential Norms (Reserve Bank) Directions, 2007.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of bebt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (4) above.

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Mar 31, 2010

Background

Almondz Capital & Management Services Limited ("ACMS" or "the Company") is a company, The company was incorporated in the year 1991. The company is presently listed on the BSE and DSE. The company got registered as NBFC with RBI dated 07-10-2008. The company is in the business of non banking financial services.

1. Corporate Guarantee issued in favour of Axis Bank Limited for Rs. 30,50,00,000/- for various bank limits granted to Almondz Global Securities Limited.

2. Hitherto the company was providing the depreciation on Written Down Value method. In order to bring the method of depreciation in line with the subsidiary company, the company changed the method of providing depreciation from Written Down Value (WDV) to Straight Line Method (SLM) effective inception. Consequently the accumulated depreciation has been re-computed and the excess amount of Rs. 3,78,749/- upto 31-03-2009 has been reversed to the credit of Profit & Loss account. Due to such change, the profit for the year, Reserve & Surplus and Net Block of Fixed Assets as at close of the financial year are more to that extent.

3. Provision for Tax

b) Current Tax :

The provision for current tax has been arrived at after taking into account the brought forward depreciation losses to the extent available for set off, and the other exemptions, deductions and disallowances of certain expenditure under the Income Tax Act, as may be applicable, on the assumption that same would be available in the case of the company.

4. Gratuity and leave benefit plans : (AS 15 Revised)

The company has a defined benefit gratuity plan. The present value of obligation is determined based on actuarial valuation using the projected unit method, 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. The obligation of leave encashment is recognized in the same manner as gratuity.

Notes :

a) Primary Business Segments : The Companys business segments have been classified as above. This business segregation forms the basis for review of operating performance by the management.

b) Fees and Commission activities comprises of broking / commission / underwriting / arranger fees mainly in the nature of services involving no or negligible financial risk.

c) Income from Investments and trading comprises of dividend received on shares, interest on Fixed Deposits, Profit on trading activities, Profit on sale of Investment & Interest on loan.

d) The accounting policies of the segments are the same, to the extent possible, as those described in the summary of significant accounting policies as referred to in Schedule ‘13 to the accounts.

5. Related Party Disclosures :

A) Names of related parties & description of relationship :

(i) Subsidiaries :

(Entities with which control relationship exists)

a) M/s Almondz Global Securities Ltd.

b) M/s Moon Orchid Housing Private Limited

c) M/s Meadow Real Estate Private Limited

d) M/s Almondz Insurance Brokers Pvt. Ltd.

e) M/s Almondz Re-insurance Brokers Pvt. Ltd.

f ) M/s Almondz Finanz Limited

g) M/s Almondz Commodities Pvt. Ltd.

h) M/s Almondz Retail Equity Limited

(ii) Associates :

a) M/s Innovative Money Matters Pvt. Ltd.

b) M/s Shivaz Spas & Hospitality Pvt Ltd.

(iii) Key Managerial Personnel :

a) Mr. Ramesh Peer - Managing Director

6. The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after filing of the Memorandum. Based on information received and available with the Company, there are no amounts payable to Micro and Small Enterprises as at 31 March 2010.