Notes to Accounts of Stanrose Mafatlal Investments & Finance Ltd.

Mar 31, 2025

17.5. Rights of Shareholders, Dividend and

Repayment of Capital:

a. The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

b. The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and

approved by Shareholders at the Annual General Meeting.

c. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

17.6 Capital Management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other reserves attributable to the equity holders of the Company. The Company''s objective for capital management is to maximize shareholder value and safeguard business continuity. The Company determines the capital requirement based on annual operating plans and other strategic plans. The funding requirements are met through equity and operating cash flows.

26.2 Valuation in level 1

Fair Value of Investments in Equity instruments are based on quoted prices.

As investment in other equity shares of private limited of Rs. 1.5 lakhs is not material, the carrying value of such shares is considered to be its fair value.

26.3 The Fair value of other financial assets and other financial Liabilities measured at amortised cost are considered to be the same as their carrying amount because they are of short term nature.

26.4 There are no transfer between level 1 and level 2 during the year.

27. Financial Risk Management

27.1 Financial Instruments Risk management objectives and Policies

The company''s activities expose it to variety of financial risks : market risk, credit risk and liquidity risk. The company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has established a risk management policy to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management systems are reviewed periodically to reflect changes in market conditions and the Company''s activities. The Board of Directors oversee compliance with the Company''s risk management policies and procedures, and reviews the risk management framework.

27.2 Market Risk

The market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises other price risk. The company does not have any foreign currency

transactions, hence it is not exposed to currency risk. The company does not expose to interest rate risk as it does not have any borrowings and in respect of loans given (other than loan given to employees) are repayable on demand and are not interest bearing. Further, loans given to employees are insignificant and at fixed rate of interest.

Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. The Company is exposed to price risk arising mainly from investments in equity instruments.

27.3 Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets.

The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking damage to the Company''s reputation. The Company ensures that it has sufficient fund to meet expected operational expenses.

The Company measures risk by forecasting cash flows.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscount amount.

27.4 Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s loans and investments. Credit risk is managed through continuously monitoring the creditworthiness of counterparty.

Credit risk arising from cash and cash equivalents with bank is limited as the counterparty are banks with high credit ratings.

Limitation of method used for sensitivity analysis :

The sensitivity is performed on the DBO at the respective valuation date by modifying one parameter whilst retaining other parameters constant. There are no changes from the previous period to the methods and assumptions underlying the sensitivity analyses.

29.13 Details of Asset- Liability Matching Strategy

The Company deploys its investment assets in a smoothed return cash accumulation plan with an insurance company. Investment returns of the plan are not greatly sensitive to the changes in interest rates. The liabilities'' duration is not matched by the assets'' duration.

31. Segment Reporting

The Company is primarily engaged in the business of Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments. No client individually accounted for more than 10% of the revenues in the year ended March 31, 2025 and March 31,2024.

32. Leases

32.1 The Company has lease contracts for a period of 3 year for its office premises.

33.2 Relationship with struck off companies:

The Company does not have any transaction and balance outstanding with struck off companies.

33.3 Willful Defaulter

The company is not declared as willful defaulter by any bank or financial institution or other lender.

33.4 Utilisation of borrowed funds

The Company has not taken any borrowings from Banks / Financial Institutions during the period.

33.5 Registration of charges or satisfaction with Registrar of Companies (ROC)

As Company does not have any secured borrowings, registration of charges or satisfaction with ROC is not applicable.

33.6 Details of Benami Property held

The company does not hold any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, hence no proceedings initiated or pending against the company under the said Act and Rules.

33.7 Utilisation of borrowed funds, share premium and other funds

The Company has not given any advance or loan or invested funds from borrowed funds or share premium or any other sources with the understanding that intermediary would directly or indirectly lend or invest in other person or equity identified in any manner whatsoever by or on behalf of the company as ultimate beneficiaries or provide any guarantee or security or the like to on behalf of ultimate beneficiaries.

The Company has not received any fund from any person or entity with the understanding that the Company would directly or indirectly lend or invest in other person or entity identified in any manner whatsoever by or on behalf of the funding

party (ultimate beneficiary) or provided any guarantee or security or the like on behalf of the ultimate beneficiary.

33.8 Compliance with number of layers of companies

In respect of Investment in subsidiry, the company has compiled with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.

34. Additional Disclosures

34.1 Details of Crypto Currency or Virtual Currency

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

34.2 Undisclosed Income

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

35. Ratios Analysis

Non - Banking Financial Company - Non -Systemically Important Non - Deposit taking Company (Reserve Bank) Directions, 2016 (Master Direction) notified, vide number RBI/ DNBR/2016-17/44, on September 01, 2016 and updated on time to time is applicable to the Company. As per the Master Directions, ratios are mentioned in Division III to the Schedule III to the Companies Act, 2013 are not applicable to the Company hence the same have not been disclosed.

36. The Company is not holding and accepting deposits. Further, the total assets of the Company

being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the NonBanking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

37. Disclosure requirement as per Schedule V of SEBI (Listing Obligations and Disclosure Requirments) Regluations, 2015

37.1 None of the Loanees named hereinabove has made any investment in the Equity Capital of the Company or its subsidiary.

38. Details Of Loan Given, Investment Made & Guarantee Given Covered U/S 186(4) Of The Companies Act. 2013

Loan given and Investments made are given under respective heads. The Company has not given any guarantee.

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Mar 31, 2024

3.8 Provisions

A provision is recognized when the company
has a present obligation as a result of 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.

If the effect of the time value of money is
material, provisions are discounted using a
current pre-tax rate that reflects current market
assessments of the time value of money and
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.

Provisions are not discounted to their present
value and are determined based on the best
estimate required to settle the obligation at the
reporting date. These estimates are reviewed
at each reporting date and adjusted to reflect
the current best estimates.

3.9 Contingent Liability

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

3.10 Contingent Asset

A contingent asset is a possible asset that
arises from past events and whose existence
will be confirmed only be occurrence or non¬
occurrence of one or more uncertain future
events not wholly within the control of the
company. The company does not recognize a
contingent asset but discloses its existence in
the financial statements.

3.11 Cash and cash equivalent

Cash and cash equivalents for the purposes of
cash flow statement comprise cash at bank
and in hand and short-term, highly liquid
investments with original maturities of three
months or less that are readily convertible to
known amounts of cash and which are subject
to an insignificant risk of changes in value.

3.12 Earnings per share

Basic earnings per share is calculated by
dividing the net profit or loss for the year
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the year.

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

3.13 Lease
Company as lessee

The Company''s lease asset classes primarily
consist of leases for Office building. The
Company assesses whether a contract contains
a lease, at inception of a contract. A contract
is, or contains, a lease if the contract conveys
the right to control the use of an identified asset
for a period of time in exchange for
consideration. To assess whether a contract
conveys the right to control the use of an
identified asset, the Company assesses
whether: (i) the contract involves the use of an
identified asset (ii) the Company has
substantially all of the economic benefits from
use of the asset through the period of the lease
and (iii) the Company has the right to direct the
use of the asset.

At the date of commencement of the lease, the
Company recognizes a right-of-use (ROU) asset
and a corresponding lease liability for all
lease arrangements in which it is a lessee,
except for leases with a term of 12 months or
less (short-term leases) and low value leases.
For these short-term and low-value leases,
the Company recognizes the lease payments
as an operating expense on a straight-line basis
over the term of the lease.

The ROU assets are initially recognized at
cost, which comprises the initial amount of the
lease liability adjusted for any lease payments
made at or prior to the commencement date of
the lease plus any initial direct costs less any
lease incentives. They are subsequently
measured at cost less accumulated
depreciation and impairment losses.

ROU assets are depreciated from the
commencement date on a straight-line basis
over the shorter of the lease term and useful
life of the underlying asset.

The lease liability is initially measured at
amortized cost at the present value of the future
lease payments. The lease payments are
discounted using the interest rate implicit in
the lease or, if not readily determinable, using
the incremental borrowing rates in the country
of domicile of these leases.

Lease liability and ROU assets have been
separately presented in the Balance Sheet and
lease payments have been classified as
financing cash flows.

3.14 Segment Reporting

An operating segment is component of the
company that engages in the business activity
from which the company earns revenues and
incurs expenses, for which discrete financial
information is available and whose operating
results are regularly reviewed by the chief

operating decision maker, in deciding about
resources to be allocated to the segment and
assess its performance. The company''s chief
operating decision maker is the Managing
Director.

Assets and liabilities that are directly attributable
or allocable to segments are disclosed under
each reportable segment. All other assets and
liabilities are disclosed as un-allocable.
Revenue and expenses directly attributable to
segments are reported under each reportable
segment. All other expenses which are not
attributable or allocable to segments have been
disclosed as un-allocable expenses.

The company prepares its segment information
in conformity with the accounting policies
adopted for preparing and presenting the
financial statements of the company as a whole.

3.15 Cash Flow Statement

Cash flows are reported using indirect method
whereby profit for the period is adjusted for the
effects of the transactions of non-cash nature,
any deferrals or accruals of past or future
operating cash receipts and payments and
items of income or expenses associated with
investing and financing cash flows. The cash
flows from operating, investing and financing
activities of the Company are segregated.

3.16 Events after reporting date

Where events occurring after the Balance Sheet
date provide evidence of conditions that existed
at the end of the reporting period, the impact
of such events is adjusted within the financial
statements. Otherwise, events after the Balance
Sheet date of material size or nature are only
disclosed.

4. RECENT ACCOUNTING PRONOUN¬
CEMENTS

Ministry of Corporate Affairs (“MCA”) notifies new
standard or amendments to the existing standards.
There is no such notification which would have been
applicable from April 1st, 2024.

28.1 Financial Instruments Risk management
objectives and Policies

The company''s activities expose it to variety of financial
risks : market risk, credit risk and liquidity risk. The
company''s focus is to foresee the unpredictability of
financial markets and seek to minimize potential adverse
effects on its financial performance. The Board of Directors
has overall responsibility for the establishment and
oversight of the Company''s risk management framework.
The Board of Directors has established a risk management
policy to identify and analyze the risks faced by the
Company, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk management
systems are reviewed periodically to reflect changes in
market conditions and the Company''s activities. The Board
of Directors oversee compliance with the Company''s risk
management policies and procedures, and reviews the
risk management framework.

28.2 Market Risk

The market risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises other
price risk. The company does not have any foreign currency

transactions, hence it is not exposed to currency risk. The
company does not expose to interest rate risk as it does
not have any borrowings and in respect of loans given
(other than loan given to employees) are repayable on
demand and are not interest bearing. Further, loans given
to employees are insignificant and at fixed rate of interest.

Other price risk

Other price risk is the risk that the fair value of a financial
instrument will fluctuate due to changes in market traded
price. The Company is exposed to price risk arising mainly
from investments in equity instruments.

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial assets.

The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company ensures that it has sufficient fund to meet expected operational expenses.

The Company measures risk by forecasting cash flows.

28.4 Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company''s loans and investments. Credit risk is managed
through continuously monitoring the creditworthiness of counterparty.

Credit risk arising from cash and cash equivalents with bank is limited as the counterparty are banks with high credit
ratings.

34.2 Relationship with struck off companies:

The Company does not have any transaction and
balance outstanding with struck off companies.

34.3 Willful Defaulter

The company is not declared as willful defaulter
by any bank or financial institution or other lender.

34.4 Utilisation of borrowed funds

The Company has not taken any borrowings from
Banks / Financial Institutions during the period.

34.5 Registration of charges or satisfaction
with Registrar of Companies (ROC)

As Company does not have any secured
borrowings, registration of charges or satisfaction
with ROC is not applicable.

34.6 Details of Benami Property held

The company does not hold any benami property
under the Benami Transactions (Prohibition) Act,
1988 (45 of 1988) and rules made thereunder,
hence no proceedings initiated or pending against
the company under the said Act and Rules.

34.7 Utilisation of borrowed funds, share
premium and other funds

The Company has not given any advance or loan
or invested funds from borrowed funds or share
premium or any other sources with the
understanding that intermediary would directly or
indirectly lend or invest in other person or equity
identified in any manner whatsoever by or on
behalf of the company as ultimate beneficiaries
or provide any guarantee or security or the like
to on behalf of ultimate beneficiaries.

The Company has not received any fund from
any person or entity with the understanding that
the Company would directly or indirectly lend or
invest in other person or entity identified in any
manner whatsoever by or on behalf of the funding
party (ultimate beneficiary) or provided any
guarantee or security or the like on behalf of the
ultimate beneficiary.

34.8 Compliance with number of layers of
companies

In respect of Investment in subsidiry, the company
has compiled with the number of layers prescribed
under clause (87) of section 2 of the Companies
Act, 2013 read with Companies (Restrictions on
number of Layers) Rules, 2017.

35. Additional Disclosures

35.1 Details of Crypto Currency or Virtual
Currency

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

35.2 Undisclosed Income

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

36. Ratios Analysis

Non - Banking Financial Company - Non -
Systemically Important Non - Deposit taking
Company (Reserve Bank) Directions, 2016
(Master Direction) notified, vide number RBI/
DNBR/2016-17/44, on September 01, 2016 and
updated on time to time is applicable to the
Company. As per the Master Directions, ratios
are mentioned in Division III to the Schedule III
to the Companies Act, 2013 are not applicable to
the Company hence the same have not been
disclosed.

37. The Company is not holding and accepting
deposits. Further, the total assets of the Company
being less than Rs. 500 Crores, the Prudential
Norms on Credit and Investment Concentration
and Capital Adequacy are not applicable to it.
The Company has complied with all other norms
on Income Recognition, Accounting Standards,
Assets Classification, Provisioning for Bad and
Doubtful Debts & Standard Assets and other
related matters as prescribed under the Non¬
Banking Financial (Non-Deposit Accepting or
Holding) Companies Prudential Norms (Reserve
Bank) Directions, 2015 as amended.

38. Disclosure requirement as per Schedule V of
SEBI (Listing Obligations and Disclosure
Requirments) Regluations, 2015

38.1 None of the Loanees named hereinabove has
made any investment in the Equity Capital of the
Company or its subsidiary.

39. Details Of Loan Given, Investment Made
& Guarantee Given Covered U/S 186(4)
Of The Companies Act. 2013

Loan given and Investments made are given
under respective heads. The Company has not
given any guarantee.

See accompanying notes to the standalone financial statements.

As per our report of even date attached.

For Manubhai & Shah LLP For and on behalf of the Board of Directors of

Chartered Accountants ^Stam-o^se ^Ma^fa^tla^{l Inv}e^stments an^d Hnance ^Ltd.

ICAI Firm Registration No. : 106041W/W100136 p r MAFATLAL M J MEHTA

K. B. S₀|_anki Chairman Director & CEO

_Partner DIN: 0015361 DIN: 00029722

Membership no.: 110299

Mumbai, S. A. DAVE H. V. MEHTA

^Ahmedabad. Dated : May 22 2024 Company Secretary Chief Financial Officer

Dated : May 22, 2024

---

Mar 31, 2018

(ii) Terms/rights attached to equity shares : The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

(iv) The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by Shareholders at the Annual General Meeting.

(v) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

2. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 -''Segment Reporting'', prescribed under Companies (Accounts) Rules, 2014.

3. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

4. The Company has recommended a Dividend of Rs. 6/- Per Share for the year ended 31st March, 2018 (Previous Year Rs. 6/- Per Share).

5. The Board at its meeting held on 3rd February, 2018 has approved the merger of Surcort Trading Private Limited (Transferor Company) and Umiya Real Estate Private Limited (Transferor Company) with Stanrose Mafatlal Investments and Finance Limited (Transferee Company), by way of a Scheme of Amalgamation and Arrangement ("Scheme") effective from April 01, 2017, to be approved by the National Company Law Tribunal pursuant to the applicable provisions of the Companies Act, 2013 . Since Surcot Trading Private Limited is going to be merged with the Company, the Board has decided to waive the interest of Rs. 75.63 lacs outstanding as on September 30, 2017 on the Inter Corporate Deposit and thereafter no interest is charged.

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

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Mar 31, 2017

(ii) Terms/rights attached to equity shares : The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

(iv) The holders of equity shares are entitled to dividends, if any, proposed by the Board of Directors and approved by Shareholders at the Annual General Meeting.

(v) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. CONTINGENT LIABILITIES :

Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. NIL (Previous Year Rs. 3,07,595/-).

2. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

3. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 -''Segment Reporting’, prescribed under Companies (Accounts) Rules, 2014.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES:

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 12 months from the date of its commencement. The future rent payments for the facility are as under:

6. EMPLOYEE BENEFITS:

(a) The accruing liability on account of gratuity (retirement benefit in the nature of defined benefits plan) is accounted as per the Accounting Standard 15 “Employee benefits”, prescribed under the Companies (Accounts) Rules. 2014.

(Noted : The details of Experience adjustments have been disclosed to the extent of information available)

To fund the obligations under the gratuity plan Contributions are made to the Gratuity Fund created by the Company which invests the funds in following manner.

(b) The liability for leave encashment and compensated absences as at the year end is Rs. 9,33,217 (Previous Year Rs. 9,33,217).

7. AMOUNT REMITTED DURING THE YEAR IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDENDS:

The Company has not made any remittance in foreign currencies on account of dividends and does not have information as to the extent to which remittance in foreign currencies on account of dividends may have been made by or on behalf of non-resident shareholders. The Particulars of dividends paid during the year to nonresident shareholders are as under:

8. Related Party Transactions :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company

Stanrose Mafatlal Lubechem Limited - In Liquidation

Stan Plaza Limited [Wholly owned Subsidiary from 13/03/2015]

(2) Significant holding by Stanrose Mafatlal Investments and Finance Limited (SMIFL)

Standard Industries Limited (SIL)

Stanrose Fund Management Services Limited

(3) Controlling Companies having significant holding in SMIFL

Shanudeep Pvt. Ltd.

Sheiladeep Investments Pvt. Ltd.

Vinadeep Investments Pvt. Ltd.

Gagalbhai Investments Pvt. Ltd.

Pradeep Investments Pvt. Ltd.

(4) Enterprises Controlled by the Company

SMIFL Officers'' Superannuation Scheme SMIFL Officers'' Provident Fund SMIFL Employees'' Provident Fund SMIFL Employees'' Gratuity Fund

(5) Entities in which Directors are interested

Navinchandra Mafatlal Medical Trust

(6) Key Managerial Personnel

Shri Bharat N. Dave - Chief Executive Officer Shri Soham A. Dave - Company Secretary Shri Harshad V. Mehta - Chief Financial Officer

Notes :

None of the Loanees named hereinabove has made any investment in the Equity Capital of the Company or its subsidiary except negligible holding with some of the employees.

9. DISCLOSURE OF DETAILS AS REQUIRED UNDER PARA 13 OF NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS 2007.

10. Details of Specified Bank Notes (''SBN'') held and transacted during the period 8th November, 2016 to 30th December, 2016 as per the notification issued by the Ministry of Corporate Affairs (MCA) dated 30th March, 2017 as provided below

Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.0.3407(E), dated the 8th November, 2016.

11. The Company has recommended a Dividend of Rs. 6/- Per Share for the year ended 31st March, 2017 (Previous Year Rs. 6/- Per Share).

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

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Mar 31, 2016

Notes :

(i) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year :

(ii) Terms/rights attached to equity shares : The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to vote per share.

* Note : Dividend proposed at Rs. 6.00 per share (Previous Year Rs. 6.00 per share)

Note : Cost of ownership Tenement in Co-operative Society is grouped under the head ''Buildings'' and it includes Cost of Shares of the said Society of the face value of Rs. 250 (Previous Year Rs. 250).

* Note : Unsecured Loan given to Stan Plaza Ltd. (SPL) is pursuant to the understanding entered into between the Company, Standard Industries Ltd. (SIL) & SPL. According to the same, SPL has taken exposure in a Real Estate Business company, and also purchased Land admeasuring around 104 acres at Pune. SPL will be facilitating on behalf of the Company & SIL as the case may be, for which it will charge a lump sum fee @ 5% of the benefits to be received. Further the benefits and losses as the case may be, from the exposure in real estate business company will be solely belong to the company and for that of land at pune equally by the Company & SIL.

1. CONTINGENT LIABILITIES :

Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. 3,07,595/- (Previous Year Rs. 4,99,090/-)

2. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 as amended.

3. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Interoperate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 -''Segment Reporting’, prescribed under Companies (Accounts) Rules, 2014.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES :

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 12 months from the date of its commencement. The future rent payments for the facility are as under:

6. EMPLOYEE BENEFITS :

(a) The accruing liability on account of gratuity (retirement benefit in the nature of defined benefits plan) is accounted as per the Accounting Standard 15 “Employee benefits”, prescribed under the Companies (Accounts) Rules, 2014.

(b) The liability for leave encashment and compensated absences as at the year end is Rs. 9,33,217 (Previous Year Rs. 9,33,217).

The Company has not made any remittance in foreign currencies on account of dividends and does not have information as to the extent to which remittance in foreign currencies on account of dividends may have been made by or on behalf of non-resident shareholders. The Particulars of dividends paid during the year to nonresident shareholders are as under:

7. Related Party Transactions :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company (4) Enterprises Controlled by SMIFL

Stanrose Mafatlal Lubechem Limited - In Liquidation SMIFL Officers'' Superannuation Scheme

Stan Plaza Limited [Wholly owned Subsidiary SMIFL Officers'' Provident Fund

from 13/03/2015] SMIFL Employees'' Provident Fund

(2) Significant holding by Stanrose Mafatlal Investments SMIFL Employees'' Gratuity Fund

and Finance Limited (SMIFL) (5) Entities in which Directors are interested

Standard Industries Limited (SIL) Navinchandra Mafatlal Medical Trust

Stanrose Fund Management Services Limited (6) Key Managerial Personnel

(3) Controlling Companies having significant holding in SMIFL Shri Bharat N. Dave - Chief Executive Officer

_{Shanudeep Pvt. Ltd.} Shri Girish R. Shah - Vice President (Legal) &

Sheiladeep Investments Pvt. Ltd. Company Secretary (Upto 31-03-2016)

Vinadeep Investments Pvt. Ltd. Shri Harshad V. Mehta - Chief Financial Officer Gagalbhai Investments Pvt. Ltd.

Pradeep Investments Pvt. Ltd.

Notes :

None of the Loanees named hereinabove has made any investment in the Equity Capital of the Company or its Subsidiary except negligible holding with some of the employees.

(6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

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

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Mar 31, 2015

1. CONTINGENT LIABILITIES :

Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. 4,99,090/- (Previous Year Rs. 1,53,10,513/-).

2. The Company is not holding and accepting deposits. Further, the total assets of the Company being less than Rs. 500 Crores, the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as amended.

3. SEGMENT INFORMATION :

The Company is primarily engaged in the business of Intercorporate Investments,Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geograohical) in accordance with the requirements of Accounting Standard 17 - ''Segment Reporting'',prescribed under Companies (Accounts) Rules, 2014.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES :

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 60 months from the date of its commencement. The future rent payments for the facility are as under:

6. EMPLOYEE BENEFITS :

(a) The accruing liability on account of gratuity (retirement benefit in the nature of defined benefits plan) is accounted as per the Accounting Standard 15 "Employee benefits", prescribed under the Companies (Accounts) Rules. 2014.

7. 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. CONTINGENT LIABILITIES : Contingent

provided 1dr in replace of disputed demand of Income-tax for which the Company is either in appeal or the ells of the dears in appeal awaited is of Rate, 1,53.10,513 (Previous Year Rs. 1,51,11,425).

2 . The Company is not holding and accepting deposits. Further, the Algal assets or the Company being less than Rs. 100 Crones, the Prudential Norms in Credit and Investment Concentration and Capital Adequacy are not applicable to it, The Company has complied with all other Norma on Income Recognition, Accounting Standards, Assets. Classification, Provisioning for Bad and Doubtful Debts 4 Standard Assets arm other related matters as prescribed under the Non-Ban king Financial (Non-Depos.it Accepting or Holding) Companies Prudential Norms (Reserve Bfmk) Directions 2WA as am Ended.

3. SEGMENT INFORMATION : The Company primarily engaged in the business of Interoperate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments (business and/or geographical) in accordance with the requirements of Accounting Standard 17 - "Segment Reporting1,prescribed under Companies (Accounting Standard) Rules, 2D0G.

4. There are no Micro. Small and Medium Entrances to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES:

The Company has an operating Lease reined facility at Mumbai with lock-in-period of SO months from the dale of i1$ commencement. The More rent payments for the facility are as under:

6. EMPLOYEE BENEFITS :

(a) The accruing liability on account of gratuity (entire- nent benefit in 1he nature of defined benefits plan) is accounted as per me Accounting Standard 15 (Revised 2005) "Embay benefits, prescribed under the Companies (Accounting Standard) Rs. 2006.

(i) Name of the Loaners named hereinabove has made any investment in the Family Capital five this Company except negligible hiding with storm of IF employees.

(ii) During its year under report there are no one'' transaction; Load Advance act. referred above with Subsidiary, Associates or with firms companies in which Directors are interested.

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Mar 31, 2012

Stanplaza Ltd. (SPL) is pursuant to the understanding entered into between the Company, Standard Industries Ltd. (SIL) & SPL. Accordingly, apart from the exposure taken in a Real Estate Business company, SPL has also purchased Land admeasuring around 104 Ares at Pune. SPL will be facilitating on behalf of the Company and SIL, for which it will charge a lump sum fee @ 5% of the benefits to be received. Further the benefits and losses as the case may be, from the said exposure will be shared equally by the Company & SIL.

1. CONTINGENT LIABILITIES : Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited is of Rs. 1,51,11,425 (Previous Year Rs. 1,40,27,093).

2. The Company is not holding and accepting deposits as also not being systematically important the Prudential Norms on Credit and Investment Concentration and Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition

Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts & Standard Assets and other related matters as prescribed under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 as amended.

3. SEGMENT INFORMATION : The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing. Accordingly there are no separate reportable segments as per Accounting Standard 17 dealing with Segment Reporting.

4. There are no Micro Small and Medium Enterprises to whom the Company owes dues which are outstanding as at the Balance Sheet date.

5. LEASES :

The Company has an operating Lease rented facility at Mumbai with lock-in-period of 60 months from the date of its commencement. The future rent payments for the facility are as under:

6. The Revised Schedule VI has become effective from 1 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 not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited, is of Rs. 1,40,27,093/- (Previous Year Rs. 1,54,14,310/-).

2. The Company is not holding and accepting deposits as also not being systemically important, the Prudential Norms on Credit and Investment Concentration as also Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts as also Standard Assets and other related matters as prescribed under the Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended.

3. The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing and accordingly there are no separate reportable segments as per Accounting Standard 17 dealing with Segment Reporting.

4. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date.

5. During the year, the Company and Standard Industries Ltd.(SIL) have entered into an understanding with Stanplaza Ltd.(SPL), whereby SPL will take exposure in the loan and an equity of a Real Estate business company. As per the said understanding, SPL will be facilitating on behalf of the Company and SIL, for which it will charge a lump sum fee @ 5% of the benefits to be received. Further, the benefits and losses, as the case may be, from the said exposure by SPL shall be shared equally between the Company and SIL, Accordingly in terms of the said understanding the Company has provided an interest free Inter Corporate Deposit of Rs. 4,65,00,000/- to SPL.

6. Related Party Disclosures :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company Stanrose Mafatlal Lubechem Limited (In Provisional Liquidation)

(2) Significant holding by Standard Industries Limited (SIL) Stanrose Mafatlal Investments Stanplaza Limited (wholly owned and Finance Limited (SMIFL) Subsidiary of SIL) Stanrose Fund Management Services Limited

(3) Controlling Companies Shanudeep Pvt. Ltd. having significant holding Sheiladeep Investments Pvt. Ltd. in SMIFL Vinadeep Investments Pvt. Ltd.

Gagalbhai Investments Pvt. Ltd.

Pradeep Investments Pvt. Ltd.

Standard Industries Limited

(4) Enterprises Controlled SMIFL Officers' Superannuation by SMIFL Scheme SMIFL Officers' Provident Fund SMIFL Employees' Provident Fund SHL Employees' Gratuity Fund

7. Previous Years' figures have been regrouped wherever necessary.

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Mar 31, 2010

1. Contingent Liabilities not provided for in respect of disputed demand of Income-tax for which the Company is either in appeal or the effect of the Orders in appeal awaited, is of Rs. 1,54,14,310/-. (Previous Year Rs. 1,51,23,453/-).

2. The Company is not holding and accepting deposits as also not being systemically important, the Prudential Norms on Credit and Investment Concentration as also Capital Adequacy are not applicable to it. The Company has complied with all other norms on Income Recognition, Accounting Standards, Assets Classification, Provisioning for Bad and Doubtful Debts and other related matters as prescribed under the Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

3. The Company is primarily engaged in the business of Intercorporate Investments, Capital Market Activities and Financing and accordingly there are no separate reportable segments as per Accounting Standard 17 dealing with Segment Reporting.

4. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date.

5. Related Party Disclosures :

(A) Name of related parties and description of relationship :

(1) Subsidiary Company Stanrose Mafatlal Lubechem Limited (In Provisional Liquidation)

(2) Significant holding by Standard Industries Limited

Stanrose Mafatlal Investments Stanrose Fund Management Services Limited and Finance Limited (SMIFL)

(3) Controlling Companies Shanudeep Pvt. Ltd. having significant holding Sheiladeep Investments Pvt. Ltd. in SMIFL Vinadeep Investments Pvt. Ltd. Gagalbhai Investments Pvt. Ltd. Pradeep Investments Pvt. Ltd.

(4) Enterprises Controlled SMIFL Officers Superannuation Scheme by SMIFL SMIFL Officers Provident Fund

SMIFL Employees Provident Fund SHL Employees Gratuity Fund

6. Previous Years figures have been regrouped wherever necessary.