Notes to Accounts of Tilak Ventures Ltd.

Mar 31, 2024

Provisions and Contingent Liabilities

The Company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Operating Cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.

Financial Instruments

(I) Financial Assets

(i) Initial recognition and measurement

All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date accounting.

(ii) Subsequent measurement

(a) Financial assets carried at amortised cost (AC): Afinancial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(b) Financial assets at fair value through other comprehensive income (FVTOCI): Afinancial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(c) Financial assets at fair value through profit or loss (FVTPL): Afinancial asset which is not classified in any of the above categories are measured at FVTPL.

(iii) Impairment of financial assets

In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss'' (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

(a) The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

(b) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

For trade receivables Company applies ‘simplified approach'' which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

(II) Financial Liabilities

(i) Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.

(ii) Subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109.

Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Loans and borrowings

This is the category most relevant to the company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are de-recognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

This category generally applies to borrowings.

De-recognition

Afinancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

NOTE : 31 - Financial instruments - Fair values and risk management A. Accounting Classification and Fair Values Financial Assets and Liabilities :

The Company''s principal financial assets include investments, trade receivables, cash and cash equivalents, loans and other financial assets. The Company''s principal financial liabilities comprise of borrowings, trade payables and other financial liabilities. The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Fair Value Hierarchy :

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1: Fair value measurement are those derived from quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

C. Fair value Estimations

Estimated fair value disclosures of financial instruments are made in accordance with the requirements of Ind AS 107 “ Financial Instruments”. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in a artm''s length trasaction other than in forced or liquidation sale. As no readily available market exists for a large part of the Company''s Financial instruments, judgement is necessary in arriving at fair value, based on current economic conditions and specific risk atributable to the instrument. The estimates presented herein are not necessarily indicative of the amount the Company could realise in a market exchange from the sale of its full holding or a particular instrument.

Dividend/Interest-bearing investments

Fair value is calculate based on discounted expected future principles and interest cash flows. The carrying amount on the Company''s investment are valued at fair value on the basis of fair market rate with reference to the investment with similar credit risk level and maturity period at the reporting date.

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

D. Financial Risk Management .i. Risk management framework

A wide range of risks may affect the Company’s business and operational or financial performance. The risks that could have significant influence on the Company are market risk, credit risk and liquidity risk. The Company’s Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimise potential adverse effects of such risks on the company’s operational and financial performance.

ii. 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 trade and other receivables, cash and cash equivalents and other bank balances. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.

(a) Trade and other receivables from customers

Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in the credit risk on an on-going basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on assets as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business

ii) Actual or expected significant changes in the operating results of the counter party

iii) Financial or economic conditions that are expected to cause a significant change to the counterparties ability to meet its obligation

iv) Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit enhancements

Classification of financial assets under various stages

The Company classifies its financial assets in three stages having the following characteristics:

Stage 1: unimpaired and without significant increase in credit risk since initial recognition;

Stage 2: a significant increase in credit risk since initial recognition on which a lifetime ECL is recognised;

Stage 3: objective evidence of impairment, and are therefore considered to be in default or otherwise credit impaired on which a lifetime ECL is recognised.

Unless identified at an earlier stage, all financial assets are deemed to have suffered a significant increase in credit risk.

The Company has calculated ECL using three main components: a probability of default (PD), a loss given default (LGD) and the exposure at default (EAD) along with an adjustment considering forward macro economic conditions [for a detailed note for methodology of computation of ECL please refer to significant accounting policies note no 1 (J) to the financial statements.

(b) Cash and cash equivalents and Other Bank Balances

The Company held cash and cash equivalents and other bank balances as stated in Note No. 08. The cash and cash equivalents are held with bank with good credit ratings and financial institution counterparties with good market standing.

iii. Liquidity risk

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

Liquidity risk is managed by Company through effective fund management of the Company''s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and other borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.

iv. Market risk

Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.

iv.a Currency risk

The Company is not exposed to any currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee. Our exposure are mainly denominated in INR''s Only. The Company''s business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations. This intent has been achieved in all years presented. The Company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.

iv.b Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. The Company has fixed rate contract with parites pertaining to loans which are repayable on demand.

Note 32 : Capital Management

For the purpose of the Company''s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt is calculated as borrowing less cash and cash equivalent and other bank balances and mutual funds investments.

Note 33 : Subsequent Events after balance sheet date

No subsequent event has been observed which may required an adjustment to the balance sheet.

Note 34 : Details of dues to micro and small enterprises as per MSMED Act, 2006

There are no Micro and Small Enterprises as defined in the Micro and Small Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. The above information regarding Micro and Small Enterprises has been determined to the extent such parties has been identified on the basis of information available with the Company.

Note 35 ''The sitting fee and commission for non-executive directors isRs. 3.84 lakhs and Rs. 3.56 lakh for the financial year 2023-24 and 2022-23 respectively

Note 36 ''The company does not have any transaction with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956, during the current year and in the previous year

Note 37 ''The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period Note 38 ''The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year

Note 39 ''The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

Note 40'' - The Company has not been declared willful defaulter by any bank, financial institution, government or government authority

Note 41 ''The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property

Note 42 ''All the known income and expenditure and assets and liabilities have been taken into account and that all the expenditure debited to the profit and loss account have been exclusively incurred for the purpose of the company''s business.

Note 43 - ''No funds have been advanced / loaned / invested (from borrowed funds or from share premium or from any other sources / kind of funds) by the Company to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

No funds 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 (i) 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 (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries Note 44 ''Unless otherwise stated, figures in brackets relate to the previous year. Previous period''s figures have been regrouped / rearranged, to the extent necessary, to conform to current period''s classifications. All the numbers have been rounded off to nearest crore

As per our report of even date

For BANSAL GOURAV & ASSOCIATES For & on behalf of the board of directors

CHARTERED ACCOUNTANTS of Tilak Ventures Limited

Firm Registration No 0155908W

Sd/- Sd/-

Girraj Kishor Agrawal T anu Giriraj Agarwal

Director & CEO Director

Sd/- DIN: 00290959 DIN: 00290966

GOURAV BANSAL

Proprietor Sd/- Sd/-

M.NO. 169915 Davendra Kumar Tarannum Bano

PLACE : MUMBAI Company Secretary CFO

DATED : 25th May 2024

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Mar 31, 2023

Provisions and Contingent Liabilities

The Company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Operating Cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non current.

Financial Instruments

(I) Financial Assets

(i) Initial recognition and measurement

All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date accounting.

(ii) Subsequent measurement

(a) Financial assets carried at amortised cost (AC): A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(b) Financial assets at fair value through other comprehensive income (FVTOCI): A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(c) Financial assets at fair value through profit or loss (FVTPL): A financial asset which is not classified in any of the above categories are measured at FVTPL.

(iii) Impairment of financial assets

In accordance with Ind AS 109, the Company uses ''Expected Credit Loss'' (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

(a) The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

(b) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

For trade receivables Company applies ''simplified approach'' which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

(II) Financial Liabilities

(i) Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.

(ii) Subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109.

Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Loans and borrowings

This is the category most relevant to the company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are de-recognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

A. Accounting Classification and Fair Values Financial Assets and Liabilities :

The Company''s principal financial assets include investments, trade receivables, cash and cash equivalents, loans and other financial assets. The Company''s principal financial liabilities comprise of borrowings, trade payables and other financial liabilities. The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Fair Value Hierarchy :

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1: Fair value measurement are those derived from quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

iv. Market risk

Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.

Currency risk

The Company is not exposed to any currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee. Our exposure are mainly denominated in INR''s Only. The Company’s business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations. This intent has bee n achieved in all years presented. The Company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities and assets. The Company has fixed rate contract with parites pertaining to loans which are repayable on demand.

Note 30 : Capital Management

For the purpose of the Company''s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management’s judgement of its strategic and day -to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt is calculated as borrowing less cash and cash equivalent and other bank balances and mutual funds investments.

Note 31 : Subsequent Events after balance sheet date

No subsequent event has been observed which may required an adjustment to the balance sheet.

Note 32 : Note on Covid-19 Outbreak

The Outbreak of Coronavirus (COVID-1 9) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The Company believes the current level of operations are temporary in nature and based on the various initiatives announced by the respective Central and state governments, and therefore this may not result in any significant financial impact on the Company. Considering the uncertainities involved in estimating the impact of of this pandemic, the future impact of this pandemic may be different from those estimated as on the date of approval of these financial statements and this will continue to be monitored in future period.

Note 33 : Details of dues to micro and small enterprises as per MSMED Act, 2006

There are no Micro and Small Enterprises as defined in the Micro and Small Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. The above information regarding Micro and Small Enterprises has been determined to the extent such parties has been identified on the basis of information available with the Company.

As per our report of even date

For Dassani & Associates For & on behalf of the board of directors

CHARTERED ACCOUNTANTS of Tilak Ventures Limited

Firm Registration No. 009096C

sd/- sd/-

Girraj Kishor Agrawal Tanu Agrawal

Director & CEO Director

DIN:00290959 DIN:00290966

sd/-

Churchill Jain

Partner sd/-

M.NO. 409458 Davendra Kumar

PLACE : MUMBAI Company Secretary

DATED : 22-May-2023

UDIN : 23409458BGWLBM1124

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Mar 31, 2015

1. The Company has only one class of Equity Shares having par value of Re. 1 Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors are subject to the approval of the shareholders in the ensuing Annual General Meeting.

2. In the event of liquidation of the Company, the holder of equity shares will being entitled to receive any of the remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

3. Employee benefits

Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Profit & Loss Account.

4. CONTINGENT LIABILITY & CAPITAL COMMITMENTS:

2014-2015 2013-2014 Amount in Rs. Amount in Rs.

Contingent Liabilities not provided for* 5,910 NIL

Contingent Liabilities not provided for** 5,00,000 NIL

Capital Commitments not provided for NIL NIL

Others NIL NIL

* The demand is raised by the assessing officer u/s 143(1) from the Income Tax Authorities for the Assessment Year 2008-09. The demand raised is likely to be deleted and accordingly no provision is considered necessary.

** During the year, company has received various letters from RBI for carrying on NBFC business without obtaining certificate of registration (CoR) from RBI. Hence, penal provisions of section 58-B (4-A) of the RBI Act, 1934 will be attracted imposing liability for payment of fine. However, no fine has been imposed till date.

5. RELATED PARTY TRANSACTION:

List of Related Parties:-

a) Key Management personnel :-

i) Girraj Kishor Agrawal

b) Relatives to Key Management personnel :-

i) Girraj Kishor Agrawal HUF

ii) Saloni Agrawal

iii) Tanu Agrawal

c) Related parties over which Key Management personnel have significant influence

i) Agrawal Bullion Limited (Formerly Kayaguru Health Solutions Limited)

ii) Axon Finance Limited (Formerly known as Axon Infotech Limited)

iii) Banas Finance Limited

iv) Five X Finance & Investment Limited

v) Handful Investrade Private Limited

vi) Kayaguru Capital Market Private Limited

vii) Rockon Capital Market Private Limited

viii) Rockon Fintech Limited

ix) Shree Nath Commercial & Finance Limited

6. As per information available with the Company, none of the creditors has confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006.

7. Trade Receivable, Trade Payable, Short Term Borrowings and Short Term Loans and Advances balances are subject to confirmation and reconciliation.

8. The financial assets of the company constitute more than 50% of the total assets of the company. During the year, the company has started a new business of trading in Textile, the income from which is approximately 50% of the gross income of the company. Hence, the company fulfills the NBFC criterion prescribed in terms of section 45-IA of the RBI Act, 1934 in the current financial year (as was applicable last year) and is liable to obtain NBFC Certificate of Registration (CoR). However, in the coming future the management is confident of expanding the textile business, the income from which will be more than 50% of gross income of the company. Hence, the NBFC criterion will not be fulfilled and the company won't be liable to obtain NBFC Certificate of Registration (CoR).

9. Majority of the loans given are demand loans, therefore in some cases the terms of repayment and loan agreement are not available. In view of the management all the loans outstanding are considered good and therefore no provision has been made for bad and doubtful assets. Demand and other loans given are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee or documents have been prescribed and executed.

10. Purchase and Sale of unquoted securities are done as per demand and supply forces of the market. Therefore the rationale for the same is not available. In view of the management all the unquoted securities in stock are considered as good and therefore no provision for diminutions has been made for Investments. Purchase and sale decisions are governed by the Board policies. Considering the close monitoring of Board no appraisal, Policies, Procedure, Committee or documents have been prescribed and executed.

11. As the intention is to hold the unquoted securities for sale in short term and in absence of flow of periodic data, absence of liquidity and market related data closing stock of unquoted shares are valued at cost.

12. Chief Financial Officer (CFO) of the company has resigned on 22nd December 2014. However, no CFO has been appointed till date signing of Balance Sheet.

13. The company does not have Internal Auditors for conduct of Internal Audit.

14. Segment Information:

The Company has identified business segments as its primary segment. Business segments are primarily "Finance & Securities" and "Textile Trading". Revenue and expenses, assets and liabilities directly attributable to segments are reported under each reportable segment.

15. The company has made investment in Kayaguru Capital Market Private Limited (Shareholding 20.88%) and Rockon Capital Market Private Limited (shareholding 27.63%). The Investment is acquired and held exclusively with a view for its subsequent disposal in the near future held as stock in Trade. Hence, as per AS 23 issued by ICAI Para no 7, these investments are excluded for preparing consolidated financial statements.

16. Previous year's figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current's classification/ presentation.

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Mar 31, 2014

1. Employee benefits:

Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Profit & Loss Account.

2. Contingent Liability:

2013-2014 2012-2013

Amount in Rs. Amount in Rs. Contingent Liabilities not providede for NIL NIL

Others NIL NIL

3. Earnings Per Share:

Earnings per Share, as required by the Accounting Standard 20- "Earning Per Share" issued by the Institute of Chartered Accountants of India, is given below:

4. RELATED PARTY TRANSACTION:

List of Related Parties:- a) Key Management personnel :-

i) Giriraj Kishor Agrawal ii) Tanu Agrawal

b) Related parties over which Key Management personnel have significant influence :-

i) Axon Finance Limited (Formerly Axon Infotech Ltd)

ii) Banas Finance Limited

iii) Rockon Fintech Limited

iv) Rockon Capital Market Pvt Ltd

v) Shree Nath Commercial & Finance Limited

vi) Five X Finance & Investment Ltd

vii) Kayaguru Health Solutions Limited viii) Kayaguru Capital Market Pvt Limited

ix) HandfulInvestrade Pvt Ltd

x) Giriraj Kishor Agarwal HUF xi) Saloni Agarwal

5. Income in Foreign Currency NIL

6. Expenditure in Foreign Currency NIL

7. As per information available with the Company, none of the creditors has confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006.

8. Trade Receivable, Trade Payable, Short Term Borrowings and Short Term Loans and Advances balances are subject to confirmation and reconciliation.

9. Segment Information: The Company is engaged in single segment and there are no separate reportable segments as defined in AS-17.

10. Previous year''s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current''s classification/ presentation.

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Mar 31, 2013

1. CONTINGENT LIABILITY:

2012-2013 2011-2012 Amount in Rs. Amount in Rs.

Contingent Liabilities not provided for NIL NIL

Others NIL NIL

2. RELATED PARTY TRANSACTION: List of Related Parties:- a) Key Management person

i) Girraj Kishor Agrawal

ii) Tanu Agarwal

b) Related parties over which Key Management Personnel have Significant Influence :-

i) Axon Infotech Ltd.

ii) Banas Finance ltd.

iii) Shree Nath Commercial & Finance Ltd

iv) Rockon Fintech Limited

v) Five X Finance & Investment Ltd

vi) Kayaguru Health Solutions Limited

vii) Handful Investrade Pvt Ltd

viii) Girraj Kishor Agarwal HUF

ix) Saloni Agarwal

3. Income in Foreign Currency NIL

4. Expenditure in Foreign Currency NIL

5. As per information available with the Company, none of the creditors has confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006.

6. Trade payable and Short Term loan and advances balances are subject to confirmation and reconciliation.

7. Segment Information: The Company is engaged in single segment and there are no separate reportable segments as defined in AS-17.

8. Previous year''s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current''s classification/ presentation.

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Mar 31, 2012

A. Terms/rights attached to equity shares

The Company has only one class of Equity Shares having par value of Rs. 1 Each holder of equity shares is entitlec to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors are subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event ofi iquidation of the Company, the holder of equity shares will being entitled to receive any of the remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

1.DISC0NTINUED OPERATIONS:

a. The Company had entered into Business Transfer Agreement on 6lh day of August, 2DII with GSR Techno Consultancy Pvt Ltd to Purchase Travel Portal Business including URL www.outDfcity.cam for Consideration of Rs. 5,00,00,ODD/- (Rupees Five Crores Only). Due to lack of business and due to high capital expenditure requirement to sustain business, it was felt difficult by the Management to continue the Travel Portal Business. Therefore the Board of Directors on its meeting held on 2Blh March, 2012 had announced a plan to dispose of Company's Travel Portal Business and its associated Intellectual Rights, subject to approval of member's through postal ballot. However Company will continue this business as Travel Agent as well as restart Investment and Financing activity. On 24th April, 2012, the Company has entered into a Technology Transfer Agreement with M/s°lnfibeam Incorporation Ltd to sell its travel technology and software related to travel portal including the URL www.outnfcitv.com for total consideration of Rs. 4,35,00,000 (Rupees. Four Crores Thirty Five Lakhs Only) in form of 0% Optionally Convertible Redeemable Debenture, redeemable on or before 36 months from the date of execution of Technology Transfer Agreement and which was approved by members through postal ballot, result of which declared by board on 8th June, 2012. Carrying amount of web portal as on 31st March 2012 is Rs. 4,75,00,000/- and hence an impairment loss of Rs. 40,00,00D has been recognized being difference between carrying amount and selling price.

b. During the period Travel Portal Business was the only reportable segment of the company.

c. Date of initial discloser event as per Accounting Standard - 24 Discontinuing operations is Board Meeting held on 29th March, 2012 in which announced the plan to discontinue the business. ,

d. Operation has been discontinued as on signing of this financial statement.

e. Carrying Amount of Assets to he disposed of is Rs. 4,75,00,000/- and liabilities tD be settled is Rs. 7,15,281/-

f. Revenue from discontinued operation during the year is Rs. 8,B2,2Q!/- 3

Expenses (including Depreciation B Impairment) of discontinued operation during the year are Rs. 73,40,129/-

g. Loss incurred in discontinued operation during the year is Rs. 64,77,929/- h. Cash flow from Operating activity discontinued operation during the year is Rs.30,08,043/- Cash flow from Investing activity discontinued operation during the year is Rs. 5,D0,00,DD0/- Cash flow from Financing activity discontinued operation during the year is Rs. NIL

la.COHTINGENT LIABILITY:

2011-2012 2DI0-20II

Amount in Rs. Amount in Rs.

Contingent Liabilities not provided for NIL NIL

2. As per information available with the Company, none of the creditors has confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 200B.

3. Debtors, Creditors, loan and advances balances are subject to confirmation and reconciliation.

4. Segment Information: The Company is engaged in single segment and there are no separate reportable segments as defined in AS-17.

5. Previous year's figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current's classification/ presentation

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Mar 31, 2011

1. Contingent Liabilities not provided for :

2010-2011 2009-2010

(Rs.) (Rs.)

Claims against the company not acknowledged as debts NIL NIL

Others NIL NIL

2. Balances of Loans and Advances, Sundry Creditors & Others are subject to confirmation and reconciliation and consequential adjustments, if any.

3. In the opinion of the Board & to the best of their knowledge & belief the value of realisation of current assets, loans & advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet & the provisions for all the loans & determined liabilities is adequate and not in excess of the amount.

4. The Company has not received the required information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act have not been made.

5. According to a technical assessment carried out by the Company, there is no impairment in the carrying cost of cash generating units of the Company in terms of accounting standards- 28 issued by the Institute of Chartered Accountants of India.

6. Related Party Transaction :

Key Management Person

Girraj Kishor Agrawal Tanu Agrawal

Transaction with Related parties:

NIL

7. Balance Sheet Abstract & Company's general business profiles as required by part IV of Schedule VI to the Companies Act, 1956 is enclosed in ANNEXURE "B".

8. Segment Information: As there is no business except the main field of the company where segmental reporting is required.

9. Previous year's figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current's classification/ presentation.

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Mar 31, 2010

1. Related Party :

I. Associates Company

A) KAYA GURU HELTH SOLUTION PRIVATE LTD.

B) Key management Personnel Mr. G.K. Agrawal

Mrs. Tanu Agrawal

2. Balance Sheet Abstract & Companys general business profiles as required by part IV of Schedule VI to the Companies Act, 1956.

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Mar 31, 2009

A). Deferred Taxation

There are no deferred tax assets or liabilities.

C). Related Party Disclosure

i) Enterprises where control exists

a) Subsidiary Companies - Nil

b) Controlling Companies - Nil

ii) Associates owned by major shareholders Anupam Extractions Limited Orient Flour Mills Limited Shakti Oil Industries Ajanta Extractions R. K. Corporation N. K. Corporation A. K. Corporation Basudeo Saraf & Sons Aditya Saraf & Sons HUF

iii) Key Management Personnel

a) Directors

Smt. Nirmala N. Saraf Smt. Rekha R. Saraf Smt. Lalita A. Saraf

b) Ralatives of Key Management Personnel

Narendra B. Saraf

Rajendra B. Saraf

Ashok B. Saraf

D). Based on the Accounting Standard on Segment Reporting (AS-17) issued by the Institute of Chartered Accountants of India, business segment of the company is the primary segment comprising of "Trading". As the company operates only in a single primary segment, no segment information thereof is given.

V. Generic Names of Three Principal Products/Services of Company (As per Monetary Terms)

Item Code (ITC Code) N.A.

Product Description Trading in Shares & Securities