Notes to Accounts of Transwarranty Finance Ltd.

Mar 31, 2025

2.17 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

a) A provision is recognised when the Company has a present obligation as a result of a past event and it is probable
that an outflow of embodying economic benefits will be required to settle the obligation and there is a reliable estimate
of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle
the present obligation at the Balance sheet date. Provisions are determined by discounting the expected future cash
flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet
date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. Provisions are reviewed at each balance sheet date and adjusted to effect current management estimates.

b) Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity
or a present obligation that arises from past events but is not recognised because it is not probable that an outflow
of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation
cannot be measured with sufficient reliability. Contingent liabilities are not recognised but are disclosed in the notes.
Contingent liabilities are recognised when there is possible obligation arising from past events.

c) A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The
company does not have any contingent assets in the financial statements. Contingent assets are neither recognised
nor disclosed in the financial statements.

2.18 CASH FLOW STATEMENT

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

2.19 BORROWING COST

Borrowing cost includes interest, amoritsation of ancillary costs incurred in connection with the arrangement of borrowings
and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to
the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised, if any. All other
borrowing costs are expensed in the period in which they occur.

2.20 GOODS AND SERVICES TAX PAID ON ACQUISITION OF ASSETS OR ON INCURRING EXPENSES

Expenses and assets are recognised net of the goods and services tax paid, except when the tax incurred on a purchase
of assets or services is not recoverable from the tax authority, in which case, the tax paid is recognised as part of the cost
of acquisition of the asset or as part of the expense item, as applicable.

The net amount of tax recoverable from, or payable to, the tax authority is included as part of receivables or payables,
respectively, in the balance sheet.

2.21 STANDARDS ISSUED AND EFFECTIVE

Ministry of Corporate Affairs (“MCA”) had notified the Companies (Indian Accounting Standards) Amendment Rules, 2023
dated 31 March, 2023 to amend the following Ind AS which were effective from 01 April, 2023. However, these amendments
does not have an impact on Financial Statements and material accounting policy information.

Ind AS 1 - Presentation of Financial Statements - This amendment requires the entities to disclose their material
accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is
annual periods beginning on or after 01 April, 2023. The Company has evaluated the amendment and the impact of the
amendment is insignificant in the Company’s financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a
definition of accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting
policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning
on or after 01 April, 2023. The Company has evaluated the amendment and there is no impact on its financial statements.

Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this
amendment is annual periods beginning on or after 01 April, 2023. The Company has evaluated the amendment and there
is no impact on its financial statement.

2.22 STANDARDS NOTIFIED BUT NOT YET EFFECTIVE

There are no standards that are notified and not yet effective as on the date.

Depreciation and Amortisation

Depreciation and amortisation is provided using straight-line method over the useful life of assets assuming no residual value at
the end of useful life of the asset.

Depreciation and amortisation on addition to assets and assets sold during the year is being provided from/up to the month in
which such asset is added or sold as the case may be.

Useful lives of assets are determined by the Management by an internal technical assessment except where such assessment
suggests a life significantly different from those prescribed by Schedule II of the Companies Act, 2013 where the useful life is as
assessed and certified by a technical expert.

No interest was paid during the year / previous year in terms of Section 16 of the Micro, Small and Medium Enterprises Development
Act, 2006 and no amount was paid to the supplier beyond the appointed day. No amount of interest is due and payable for the
year of delay in making payment but without adding the interest specified under the Micro, Small and Medium Enterprises
Development Act, 2006.

INR Nil (previous year INR Nil) interest was accrued and unpaid at the end of the accounting year. No further interest remaining
due and payable even in the succeeding years for the purpose of disallowance of a deductible expenditure under Section 23 of
the Micro, Small and Medium Enterprises Development Act, 2006.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been
identified on the basis of information available with the Company.

Note 37 Fair values

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal
(or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of
whether that price is directly observable or estimated using a valuation technique.

The Company has determined that the carrying values of cash and cash equivalents, bank balances, trade receivables, short term
loans, floating rate loans, investments in equity instruments designated at FVOCI, trade payables, short term debts, borrowings,
bank overdrafts and other current liabilities are a reasonable approximation of their fair value and hence their carrying value are
deemed to be fair value.

Fair value hierarchy

The Company determines fair values of its financial instruments according to the following hierarchy:

Level 1: valuation based on quoted market price: financial instruments with quoted prices for identical instruments in active
markets that the Company can access at the measurement date.

Level 2: valuation based on using observable inputs: financial instruments with quoted prices for similar instruments in active
markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models
where all significant inputs are observable.

Level 3: valuation technique with significant unobservable inputs:- financial instruments valued using valuation techniques where
one or more significant inputs are unobservable. Equity investments designated under FVOCI has been valued using discounted
cash flow method.

Note- 38 Risk management

A) Liquidity and funding risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established Asset and
Liability Management Committee (ALCO) for the 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 reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities. The Company also has Inter corporate deposits line available from holding
company & fellow subsidiary companies within its group to meet any short term fund requirements.

B) Market risk

Market risk is the risk that the fair value of future cash flow of financial instruments will fluctuate due to changes in the
market variables such as interest rates, foreign exchange rates and equity prices. The Company do not have any exposure
to foreign exchange rate and equity price risk.

C) Interest rate risk

The Company uses a mix of cash and borrowings to manage the liquidity & fund requirements of its day to- day operations.
Further, certain interest bearing liabilities carry variable interest rates.

The sensitivity analyses below have been determined based on exposure to financial instruments at the end of the reporting
year. For floating rate liabilities, analysis is prepared assuming the amount of liability outstanding at the end of the reporting
year was outstanding for the whole year. The following table demonstrates the sensitivity to a reasonably possible change
in interest rates on that portion of loans and borrowings affected.With all other variables held constant, the Company’s profit
before tax is affected through the impact on floating rate borrowings, as follows:

D) Credit risk

Credit risk is the risk of financial loss the Company may face due to current/potential inability or unwillingness of a customer
or counterparty to meet financial/contractual obligations. Credit risk also covers the possibility of losses associated with
diminution in the credit quality of counterparties. Inadequate collateral may also lead to financial losses in the event of
default. The company has adopted a policy of dealing with creditworthy counterparties and obtain sufficient collateral, where
appropriate, as a means of mitigating the risk of financial loss from defaults.

The maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial
instruments presented in the financial statements.

Since the company is into retail lending business, there is no significant credit risk of any individual customer that may impact
company adversely, and hence the Company has calculated its ECL allowances on a collective basis.The Company’s major
classes of financial assets are cash and cash equivalents, loans, term deposits, trade receivables and security deposits.
The nature of loan products across broad categories are either unsecured or secured by collateral. Although collateral is an
important risk mitigant of credit risk, the Company’s practice is to lend on the basis of assessment of the customer’s ability
to repay rather than placing primary reliance on collateral. Based on the nature of product and the Company’s assessment
of the customer’s credit risk, a loan may be offered with suitable collateral. Depending on its form, collateral can have a
significant financial effect in mitigating the Company’s credit risk.The Company periodically monitors the market value of
collateral and evaluates its exposure and loan to value metrics for high risk customers.

E) Impairment Assessment

The Company is mainly engaged in the business of providing gold loans, consumer loans and unsecured personal loans
to salaries individuals, traders and self-employed. The tenure of the personal loans generally ranges from 9 months to 18
months.

F) Classification of financial assets under various stages

The Company considers a financial instrument as defaulted and therefore Stage 3 (credit-impaired) for Expected Credit
Loss (ECL) calculations in all cases when the borrower becomes more than 180 days past due on its contractual payments.

It is company’s policy to assess loss allowance calculations ( ECL ) in all cases where borrower becomes 90 days past due
on its contractual payment. The Company classifies its financial assets other than trade receivables in three stages having
the following characteristics:

Note- 39 Other Information & Events after reporting date

During the current year ended 31 March 2025, the Company has earned a net Profit of '' 66.29 Lakhs and has an accumulated
deficit of '' 1,572.04 Lakhs. However, based on the projected operations and the Company’s marketing efforts, the Company
expects to generate adequate surplus in the future and consequently does not foresee any difficulty in settling its liabilities as and
when they arise or continue as a going concern.

The company, in addition to its advisory services of Trade Finance, has successfully managed to scale its digital platform for
priority sector loans. These online loans are provided to prime customers not having access to mainstream banking products with
the objective of furthering financial inclusion and bridging the digital divide. The business has demonstrated significant traction
growing from Assets Under Management (AUM) of '' 2,698.70 Lakhs as on March 2024 to '' 3,328.74 Lakhs as on March 2025.
The number of loans disbursed in FY 2025 was 12,125 compared to 7,529 loans in FY 2024.

This online lending platform holds tremendous growth potential. The company is in the process of raising additional debt and
equity capital including Rights/Preferential issue etc. for financing the growth opportunity. The financial statements have been
prepared on a going concern basis and the assets and liabilities have been recorded in the financial statements on the basis that
the Company will be able to realise its assets and discharge its liabilities in the normal course of the business.

Note- 41 Employee Stock Option Plan

Pursuant to approval of the members at the Annual General meeting held on 27th September, 2019, the company adopted the “
Employees Stock Option Plan 2019 (ESOP 2019). As per the said plan, the Company granted 24,99,728 equity shares of Rs.10
each on 10th December, 2019.

The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

Excersise period would commence one year from the date of grant, commencing after one year from the date of grant.

The options will be settled in equity shares of the company.

The Exercise price of the Vested Option shall be higher of (a) the market price of the shares or (b) the face value of the share.
Consequently no compensation cost has been recogonised by the Company in accordance with the Guidance Note on “Accounting
for Employee share based payments “ issued by the Institute of Chartered Accountants of India”.

The Nomination and Remuneration Committee of the Company has approved the following grants to select senior level executives
of the Company and its subsidiaries in accordance with the Stock Option Scheme. Details of grants given up to the reporting date
under the scheme, duly adjusted for sub-division of shares and issue of bonus shares thereon, are given as under:

Note- 42

As at the year ended 31 March 2025, the Company has an accumulated deficit of '' 1572.04 Lakhs. However, based on the
projected operations and the Company’s marketing efforts, the Company expects to generate adequate surplus in the future and
consequently does not foresee any difficulty in settling its liabilities as and when they arise or continue as a going concern.

Note- 43 Ultimate Beneficiary

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (‘Intermediaries’), with the
understanding, whether recorded in writing or otherwise, that the Intermediaries shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf of the ultimate beneficiaries.

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,directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide
any guarantee, security or the like on behalf of the ultimate beneficiaries.

Note- 44 Disclosure pertaining to stock statement filed with banks or financial institutions

The Company has availed of the facilities (secured borrowings) from the lenders inter alia on the condition that, the Company
shall provide or create or arrange to provide or have created, security interest by way of a first pari passu charge of the loans.
Security interest is created by charge creation towards security and debenture trustee on behalf of security holders and debenture
holders. For the financial year ended 31 March 2025 and previous year ended 31 March 2024, the Monthly statements filed by
the Company with banks are in agreement with books of accounts.

Note- 45 Note to Accounts - Change in Accounting Policy and Retrospective Application

During the year ended March 31,2025, the Company revised its accounting policy for measuring investment in subsidiaries and
associates from cost to fair value through profit or loss (FVTPL), in accordance with Ind AS 109. This change was made to better
reflect the economic substance of the underlying transactions. The change is in compliance with Ind AS 8.

Previously, these financial instruments were measured at cost. As of March 31, 2025, the Company has recognized unrealised
gains amounting to I NR 533.85 lacs under fair valuation through profit or loss. The change in policy has been applied retrospectively
in accordance with Ind AS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”.

Accordingly, comparative financial information for prior periods has been restated. The impact of this change is as follows:

a. Decrease in retained earnings as at April 1,2023: INR 561.01 lacs

b. Decrease in investment in subsidiary as at April 1,2023:- INR 561.01 lacs

c. Increase in profit before tax for the year ended March 31,2024: INR 365.06 lacs

Note- 46 Non-recognition of Deferred Tax Liability on Investment in Subsidiary

The Company has recognised its investment in Subsidiary at fair value in accordance with Ind AS 109, Financial Instruments.
As per Ind AS 12, Income Taxes, Paragraph 39, an entity shall not recognise a deferred tax liability for taxable temporary differences
associated with investments in subsidiaries to the extent that both of the following conditions are satisfied:

i. The parent is able to control the timing of the reversal of the temporary difference; and

ii. It is probable that the temporary difference will not reverse in the foreseeable future.

In the present case, though fair value recognition of investment results in a temporary difference between the carrying amount of
the investment (as per Ind AS) and its tax base (as per the Income-tax Act, 1961), the Company has not recognised a deferred
tax liability on such difference, since:

i. The Company has the ability to control the timing of reversal of such temporary difference, and

ii. The Company does not expect the temporary difference to reverse in the foreseeable future.

Accordingly, in line with Ind AS 12, para 39, no deferred tax liability has been recognised on temporary differences relating to
investments in subsidiaries.

Note- 47 The Company has written off Trade receivables and Other balance amounting to Rs. 210.20 Lakhs. The company has
also written off prior period Tax balances amounting to Rs.63.66 Lakhs. In the opinion of the management, recovery of the same
is doubtful in nature.

Note- 48 Capital management

Objective

The Group’s objective is to maintain appropriate levels of capital to support its business strategy taking into account the
regulatory,economic and commercial environment.

The Group aims to maintain a strong capital base to support the risks inherent to its business and growth strategies. The Group
endeavours to maintain a higher capital base than the mandated regulatory capital at all times.

Planning

The Group’s assessment of capital requirement is aligned to the mandatory regulatory capital and its planned growth which forms
part of an annual operating plan which is approved by the Board and also a long range strategy. These growth plans are aligned
to assessment of risks- which include credit, liquidity and market.

The company monitors its capital to risk-weighted assets ratio (CRAR) on a monthly basis through NBS-2 Return filed with RBI.

The Group endeavours to maintain its CRAR higher than the mandated regulatory norm. Accordingly, increase in capital is
planned well in advance to ensure adequate funding for its growth.

Further, the Parent Company supports funding needs of its wholly owned subsidiaries, associates and other investee companies
by way of capital infusion and loans.

Similarly, the Company also makes investment in other companies for operating and strategic reasons. These investments are
funded by the Company through its equity share capital and other equity which inter alia includes retained profits.

Note- 49 Title deeds of the Immovable Property not held in the name of the company

The company shall provide the details of all the immovable property (other than properties where the Company is the lessee and
the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company in
format given below and where such immovable property is jointly held with others, details are required to be given to the extent
of the company’s share - NIL

Note- 50 Ageing wise analysis of Intangible Assets under development

(a) Intangible assets under development - There are no Intangible Assets under Development

(b) For Intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original
plan, following Intangible assets under development completion schedule shall be given - NOT APPLICABLE

Note- 51 Details of Benami Property held - There are no Benami Property Transactions

Where any proceedings have been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder, the company shall disclose the following:-

a. Details of such property, including year of acquisition,

b. Amount thereof,

c. Details of Beneficiaries,

d. If property is in the books, then reference to the item in the Balance Sheet,

e. If property is not in the books, then the fact shall be stated with reasons,

f. Where there are proceedings against the company under this law as an abetter of the transaction or as the transferor then
the details shall be provided,

g. Nature of proceedings, status of same and company’s view on same.

Note- 52 Capital Work In Progress)

There is no Capital Work in Progress required to be maintained by the company.

Note- 53 Relationship with Struck off Companies

The Company does not have any relationship with any of the Struck Off Companies whether under section 248 of the Companies
Act or Section 560 of Companies Act, 1956.

Note- 54 Wilful Defaulter

The company is not declared as Wilful Defaulter by any Bank or Financial Institution or any other lender.

Note- 55 Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the company.

Note - 56 DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

The company has not traded or invested in Crypto Currency or Virtual Currency during the Financial Year.

Note- 57 UNDISCLOSED INCOME

There are no transactions which are 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). Further, there was no unrecorded income and related assets which are required to be recorded in
the books of accounts during the year.

Note- 58 NO OF LAYERS OF COMPANIES

The company has not made any default on No of layers of companies through which it has invested.

Note - 59

Figures have been regrouped and rearranged wherever necessary.

As per our attached report of even date

For Deoki Bijay & Co For and on Behalf of Board of Directors

Chartered Accountants

ICAI Firm Registration Number : 313105E

CA Sushil Kumar Agrawal Kumar Nair Ramachandran Unnikrishnan

Partner Managing Director Director & CFO

Membership Number: 059051 DIN: 00320541 DIN: 00493707

^{place: Mumbai} Suhas Borgaonkar Place: Mumbai

^{Date : May 02, 2025} Company Secretary Date : May 02, 2025

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Mar 31, 2024

2.17 Provisions

Provisions are recognised when there is a present obligation as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

When 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.

2.18 Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Where the Company is the lessee -

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease. All other leases are classified as operating leases. Basis the above principle, all leases entered into by the Company as a lessee have been classified as operating leases.

Lease payments under an operating lease is recognised on an accrual basis in the Statement of Profit and Loss.

Where the Company is the lessor -

The Company has given certain vehicles on lease where it has substantially retained the risks and rewards of ownership and hence these are classified as operating leases. These assets given on operating lease are included in PPE. Lease income is recognised in the Statement of profit and loss as per contractual rental unless another systematic basis is more representative of the time pattern in which the benefit derived from the leased asset is diminished. Cost including depreciation are recognized as an expense in the Statement of profit and loss. Initial direct cost are recognised immediately in Statement of profit and loss.

2.19 Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash on hand, cheques and drafts on hand, balance with banks in current accounts and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of change in value.

2.20 Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, sub-division of shares etc. that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders is divided by the weighted average number of equity shares outstanding during the period, considered for deriving basic earnings per share and weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

2.21 Contingent Liabilities and assets

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 can not be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The company does not have any contingent assets in the financial statements.

2.22 Cash Flow statement

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

(i) Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company’s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.

(ii) Reserve fund in terms of section 45-IC(1) of the Reserve Bank of India Act, 1934

Reserve fund is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as a statutory reserve and a sum not less than twenty per cent of its net profit every year is transferred each year.

(iii) General reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of profit for the period at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

Note- 29 Earnings per share (EPS)

Basic EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares of the Company.

Note- 30 Segment Information

Disclosure under Indian Accounting Standard 108 - ‘Operating Segments’ is not given as, in the opinion of the management, the entire business activity falls under one segment, viz. financial services. There are no operations outside India and hence there is no external revenue or assets which require disclosure. Also there are no revenue from transactions with a single external customer or counterparty amounting to 10% or more of the Company’s total revenue for the year ended March 31, 2024 or 31 March 31,2023.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established Asset and Liability Management Committee (ALCO) for the 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 reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company also has Inter corporate deposits line available from holding company & fellow subsidiary companies within its group to meet any short term fund requirements.

B) Market risk

Market risk is the risk that the fair value of future cash flow of financial instruments will fluctuate due to changes in the market variables such as interest rates, foreign exchange rates and equity prices. The Company do not have any exposure to foreign exchange rate and equity price risk.

C) Interest rate risk

The Company uses a mix of cash and borrowings to manage the liquidity & fund requirements of its day to- day operations. Further, certain interest bearing liabilities carry variable interest rates.

The sensitivity analyses below have been determined based on exposure to financial instruments at the end of the reporting year. For floating rate liabilities, analysis is prepared assuming the amount of liability outstanding at the end of the reporting year was outstanding for the whole year. The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected.With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows

D) Credit risk

Credit risk is the risk of financial loss the Company may face due to current/potential inability or unwillingness of a customer or counterparty to meet financial/contractual obligations. Credit risk also covers the possibility of losses associated with diminution in the credit quality of counterparties. Inadequate collateral may also lead to financial losses in the event of default. The company has adopted a policy of dealing with creditworthy counterparties and obtain sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial instruments presented in the financial statements.

Since the company is into retail lending business, there is no significant credit risk of any individual customer that may impact company adversely, and hence the Company has calculated its ECL allowances on a collective basis.The Company’s major classes of financial assets are cash and cash equivalents, loans, term deposits, trade receivables and security deposits. The nature of loan products across broad categories are either unsecured or secured by collateral. Although collateral is an important risk mitigant of credit risk, the Company’s practice is to lend on the basis of assessment of the customer’s ability to repay rather than placing primary reliance on collateral. Based on the nature of product and the Company’s assessment of the customer’s credit risk, a loan may be offered with suitable collateral. Depending on its form, collateral can have a significant financial effect in mitigating the Company’s credit risk.The Company periodically monitors the market value of collateral and evaluates its exposure and loan to value metrics for high risk customers.

E) Impairment Assessment

The Company is mainly engaged in the business of providing, consumer loans and unsecured personal loans to salaries individuals, traders and self-employed. The tenure of the personal loans generally ranges from 9 months to 18 months.

F) Classification of financial assets under various stages

The Company considers a financial instrument as defaulted and therefore Stage 3 (credit-impaired) for Expected Credit Loss (ECL) calculations in all cases when the borrower becomes more than 180 days past due on its contractual payments.

It is company’s policy to assess loss allowance calculations ( ECL ) in all cases where borrower becomes 90 days past due on its contractual payment. The Company classifies its financial assets other than trade receivables in three stages having the following characteristics:

The table below summarises the gross carrying values and the associated allowances for expected credit loss (ECL) stage wise for loan portfolio:

During the current year ended 31 March 2024, the Company has earned a net Profit of ^ 32.66 Lakhs and has an accumulated deficit of ^ 1983.60 Lakhs. However, based on the projected operations and the Company’s marketing efforts, the Company expects to generate adequate surplus in the future and consequently does not foresee any difficulty in settling its liabilities as and when they arise or continue as a going concern.

The company, in addition to its advisory services of Trade Finance, has successfully managed to scale its digital platform for priority sector loans. These online loans are provided to prime customers not having access to mainstream banking products with the objective of furthering financial inclusion and bridging the digital divide. The business has demonstrated significant traction growing from Assets Under Management (AUM) of Rs. 2,016.34 Lakhs as on March 2023 to Rs. 2,698.70 Lakhs as on March 2024. The number of loans disbursed in FY 2024 was 7,529 compared to 15,960 loans in FY 2023.

This online lending platform holds tremendous growth potential. The company is in the process of raising additional debt and equity capital including Rights/Preferential issue etc. for financing the growth opportunity. The financial statements have been prepared on a going concern basis and the assets and liabilities have been recorded in the financial statements on the basis that the Company will be able to realise its assets and discharge its liabilities in the normal course of the business.

Note- 39 Employee Stock Option Plam

Pursuant to approval of the members at the Annual General meeting held on 27th September, 2019, the company adopted the “ Employees Stock Option Plan 2019 (ESOP 2019). As per the said plan, the Company granted 24,99,728 equity shares of Rs.10 each on 10th December, 2019.

The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

Excersise period would commence one year from the date of grant, commencing after one year from the date of grant.

The options will be settled in equity shares of the company.

The Exercise price of the Vested Option shall be higher of (a) the market price of the shares or (b) the face value of the share. Consequently no compensation cost has been recogonised by the Company in accordance with the Guidance Note on “Accounting for Employee share based payments “ issued by the Institute of Chartered Accountants of India”.

Note- 40

During the current year ended 31 March 2024, the Company has earned a net Profit of ^ 32.66 Lakhs and has an accumulated deficit of ^ 1983.60 Lakhs.

Note- 41

In terms of Letter of Offer dated November 7, 2022, the Company made a Right issue of 2,44,60,568 Partly Paid-Up Equity shares of Face Value of Rs. 10/- each at an issue price of Rs. 10/- on rights basis in the ratio of 1:1 to the existing equity shareholders of the Company as on the record date i.e. November 4, 2022. Accordingly, the Company received an application money of Rs. 3/- per Equity Share and 2,44,60,568 partly paid-up Equity Shares were allotted on December 7, 2022 to the shareholders. Subsequently, the First and Final Call of Rs. 7/- per partly paid-up Equity Share was made on February 20, 2023 against which the Company received Call money in respect of 2,38,02,466 Equity Shares which were converted into Fully Paid Equity Shares on March 15, 2023. The company made first reminder to shareholder in July 2023 in which shareholders of 5,38,895 shares paid the first and final call. Further, The company made Final reminder cum forfeiture notice on November 08, 2023 in which holders of 72608 Equity Shares paid the first and final call. The remaining 46599 Equity shares were forfeited by the company pursuant to resolution passed by the Board of Directors on February 14, 2024.

Note- 42 Title deeds of the Immovable Property not held in the name of the company

The company shall provide the details of all the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company in format given below and where such immovable property is jointly held with others, details are required to be given to the extent of the company’s share - NIL

Note- 43 Ageing wise analysis of Intangible Assets under development

(a) Intangible assets under development - There are no Intangible Assets under Development

(b) For Intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original plan, following Intangible assets under development completion schedule shall be given - NOT APPLICABLE

Note- 44 Details of Benami Property held - There are no Benami Property Transactions.

Where any proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder, the company shall disclose the following:-

a. Details of such property, including year of acquisition,

b. Amount thereof,

c. Details of Beneficiaries,

d. If property is in the books, then reference to the item in the Balance Sheet,

e. If property is not in the books, then the fact shall be stated with reasons,

f. Where there are proceedings against the company under this law as an abetter of the transaction or as the transferor then the details shall be provided,

g. Nature of proceedings, status of same and company’s view on same.

Note- 45 Capital Work In Progress

There is no Capital Work in Progress required to be maintained by the company.

Note- 46 Relationship with Struck off Companies

The Company does not have any relationship with any of the Struck Off Companies whether under section 248 of the Companies Act or Section 560 of Companies Act, 1956.

Note- 47 Wilful Defaulter

The company is not declared as Wilful Defaulter by any Bank or Financial Institution or any other lender.

Note- 48 Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the company.

Note- 49 DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

The company has not traded or invested in Crypto Currency or Virtual Currency during the Financial Year.

Note- 50 UNDISCLOSED INCOME

There are no transactions which are 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). Further, there was no unrecorded income and related assets which are required to be recorded in the books of accounts during the year.

Note- 51 NO OF LAYERS OF COMPANIES

The company has not made any default on No of layers of companies through which it has invested.

Note - 52

Figures have been regrouped and rearranged wherever necessary.

As per our attached report of even date For and on Behalf of Board of Directors

For S.S. Khan & Co For Transwarranty Finance Limited

Chartered Accountants

ICAI Firm registration number : FRN: 13334W

Kumar Nair Ramachandran U.

^{Sarfaraz Khan} Managing Director Director & CFO

Proprietor DIN: 00320541 DIN: 00493707

Membership No. 144212

Place: Mumbai Suhas Borgaonkar Place: Mumbai

Date : May 02, 2024 Company Secretary Date : May 02, 2024

---

Mar 31, 2017

1. The company is primarily engaged in a single segment viz. Financial Services and related activities , therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

2. Operating Leases: The Company has obtained office premises under operating lease. These leases are for a period ranging from 11 to 22 months and are renewable as may be mutually decided. These are generally cancellable lease. Lease payments recognized in the Statement of Profit and Loss as ’Rent’ under Note No. 23 is Rs. 3,219,500/- (P.Y. Rs. 3,202,138/-). Future minimum lease rent payable are as follows:

3. Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business.

4. Debit and Credit balances are subject to confirmation of parties.

5. Provision for taxation has been made during the year under "Minimum Alternate Tax" (MAT) as per the provisions of the Indian Income Tax Act, 1961, which can be set off in the subsequent year based on the provisions of Section 115 JB.

6. Pursuant to the notification no. G.S.R. 308 (E) dated 30th March 2017 issued by the Ministry of Corporate Affairs, the details of Specified Bank Notes (SBNs) held and transacted by the Company during the period from 08th November 2016 to 30th December 2016 is as follows:

7. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures.

---

Mar 31, 2015

1) Terms and rights attached to Equity Share.

The company has only one class of Equity share having a Par Value of Rs. 10/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuring Annual General Meeting.

In the event of liquidation of the company, the holder 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.

2) Employees Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employee Stock Option Scheme has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs. 10/-

g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

3. CONTINGENT LIABILITIES

1) Guarantees issued by the company on behalf of its associates for acquiring office premises 40,600,000 40,600,000

2) Counter Guarantees issued by Transwarranty Finance Limited to bankers on behalf of 30,000,000 30,000,000 its subsidiary company Vertex Securities Limited for Exchange Margin requirements

3) Corporate Guarantees issued by Transwarranty Finance Limited to bankers on behalf 20,000,000 - of its subsidiary company Vertex Securities Limited for OD Facility

4) Claims against the Company not acknowledged as debt a) Tax Demand in respect of * Income tax for Assessment Year 2012-13 2,358,110 -

92,958,110 70,600,000

4. RELATED PARTY DISCLOSURES

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company : Vertex Securities Limited (VSL) Vertex Commodities and Finpro (P) Ltd. (VCFPL)

(b) Associated Company : Transwarranty Advisors Private Limited (TAPL) Transwarranty Private Limited (TPL) (Until 16/12/2013)

(c) Key Management Personnel : Mr. Kumar Nair (Managing Director)

5. The company is primarily engaged in a single segment viz. Financial Services and related activities, therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

6. (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

(b) Debit and Credit balances are subject to confirmation of parties.

7. Provision for taxation has been made during the year under "Minimum Alternate Tax" (MAT) as per the provisions of the Indian Income Tax Act, 1961, which can be setoff in the subsequent year based on the provisions of Section 115 JB.

8. The Company has revised depreciation rates on Fixed Assets effective 1st April, 2014 in accordance with requirements of Schedule II of Companies Act, 2013 ("the Act"). The remaining useful life of the Fixed Assets has been revised by adopting standard useful life as per new Companies Act 2013. The carrying amount of the Fixed Assets as on 1st April, 2014 is depreciated over the remaining useful life. As a result of this changes

(a) The depreciation charge for the year ended 31st March, 2015 is lower by Rs. 180,545/-

(b) There is a debit to retained earnings of Rs. 135,725/- for the Fixed Assets whose remaining life as on 1st April, 2014 is expired in accordance with revised life as per Companies Act 2013.

9. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

---

Mar 31, 2014

1) Terms and rights attached to Equity Share.

The company has only one class of Equity share having a Par Value of Rs. 10/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuring Annual General Meeting.

In the event of liquidation of the company, the holder 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.

2) Aggregate Number of Shares allotted as fully paid up without payment being received in cash during a period of 5 years preceding the date at which the balance sheet is prepared.

As per records of the company, including its register of share holders/ members and other declarations received from the shareholders regarding beneficial interest, the above represents both legal and beneficial ownership of shares.

3) Employees Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employee Stock Option Scheme has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs. 10/-

g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

h) Details of movement of Options

Terms of Repayment

1) Overdraft Facility from ICICI Bank The loan was sanctioned on 19th August, 2006. The bank may at its sole discretion on expiry of 12 months, renew the facility for an additional 12 months on each renewal, such that original term and subsequent renewal terms does not exceed 10 years. The bank on each renewal would reduce the Overdraft limit by Rs. 14.20 Lakhs. Type of Interest is Floating Rate of Interest presently at 17 %.p.a.

2) Vehicle loan from HDFC Bank was sanctioned on 17.09.2012 for a period of 5 years. Current EMI per month is Rs. 42,620/-.

4. CONTINGENT LIABILITIES

Particulars For the year For the year Ended Ended 31st March 31st March 2014 2013

1) Guarantees issued by the company on 40,600,000 67,500,000 behalf of its associates for acquiring office premises

2) Counter Guarantees issued by 30,000,000 17,000,000 Transwarranty Finance Limited to bankers on behalf of its subsidiary company Vertex Securities Limited for Exchange Margin requirements

70,600,000 84,500,000

5. RELATED PARTY DISCLOSURES

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company : Vertex Securities Limited (VSL)

Vertex Commodities and Finpro (P) Ltd. (VCFPL)

(b) Associated Company : Transwarranty Advisors Private Limited (TAPL) ( Until 16/12/2013)

Transwarranty Private Limited (TPL) (Until 16/12/2013)

(c) Key Management Personnel : Mr. Kumar Nair (Managing Director)

6) The company is primarily engaged in a single segment viz. Financial Services and related activities , therefore the separate disclosures required under Accounting Standard (AS-17) on "Segment Reporting" issued by ICAI are not applicable.

7) (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business, (b) Debit and Credit balances are subject to confirmation of parties.

8) Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

---

Mar 31, 2013

Particulars For the year For the year Ended on Ended on 31st March, 31st March 2013 (Rs.) 2012(Rs.)

1. Contingent Liabilities

1) Guarantees issued by the company on behalf of its associates for acquiring 67,500,000 67,500,000 office premises

2) Counter Guarantees given to bankers on behalf of subsidiary companies for 17,000,000 60,000,000 Exchange Margin Requirements

3) Guarantees issued by the company on behalf of its Subsidiary Company for Inter - 12,500,000 Corporate Deposits taken.

4) Claims against the company not acknowledged as debt

a) Tax Demand in respect of which company''s Appeal is pending before the first - 1,164,113 appellate authority (Income Tax) for the Assessment Year 2008-09.

a) Tax Demand in respect of which company''s Appeal is pending before the first appellate authority (Income Tax) for the Assessment Year 2009-10. - 3,429,838 84,500,000 144,593,951

2. RELATED PARTY DISCLOSURES

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company

Vertex Securities Limited (VSL)

Vertex Commodities and Finpro (P) Ltd. (VCFPL)

(b) Associated Company

Transwarranty Advisors Private Limited (TAPL) Transwarranty Private Limited (TPL)

(c) Key Management Personnel

Mr. Kumar Nair (Managing Director)

3. The company is primarily engaged in a single segment viz. Financial Services and related activities, therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

4. (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

(b) Debit and Credit balances are subject to confirmation of parties.

5. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures.

---

Mar 31, 2012

1) Terms and rights attached to Equity Share

The company has only one class of Equity share having a Par Value of Rs. 10/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuring Annual General Meeting.

In the event of liquidation of the company, the holder 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.

2) Employees Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employee Stock Option Scheme has been approved by the Board of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs. 10/- g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on

Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

h) Details of movement of Options

Note:-

Terms of Repayment

1) Overdraft Facility from ICICI Bank The loan was sanctioned on 19th August, 2006. The bank may at its sole discretion on expiry of 12 months, renew the facility for an additional 12 months on each renewal, such that original term and subsequent renewal terms does not exceed 10 years. The bank on each renewal would reduce the Overdraft limit by Rs. 14.20 Lakhs. Type of Interest is Floating Rate of Interest presently at 15.75%.p.a.

2) Overdraft from CSB is Working Capital Facility for Gold Loan against the securities not older than six months and personal guarantee of the Managing Director. Tenure of the loan is for 12 months and repayable on demand. Limit shall be renewed before the expiry of the sanctioned period of one year. Current Interest rate is 15.50% p.a.

3) Vehicle loan from Federal Bank was sanctioned on 12.02.2009 for a period of 5 years. Current EMI per month is Rs. 57,213/-.

1) Aggregate amount of Quoted investments is Rs. 107,448,340/- (P.Y. Rs. 97,440,644/-) and market value is Rs. 189,859,591/- (P.Y. Rs. 615,540,979/-)

2) Aggregate amount of Un Quoted investments is Rs. 33,673,630/- (P.Y. Rs. 48,713,600/-)

(a) Aggregate amount of quoted investments is Rs. 561,911/- ( P.Y. Rs. Nil/-) and market value Rs. 362,778/- (P.Y. Rs. Nil).

(b) Aggregate provision made for dimunution in value of investments is Rs. 355,385/- ( P.Y. Rs. 139,687/-).

3. CONTINGENT LIABILITIES

1) Guarantees issued by the company on behalf of its associates for acquiring 67,500,000 68,799,162 office premises

2) Counter Guarantees given to bankers on behalf of subsidiary companies for 60,000,000 125,000,000 Exchange Margin Requirements

3) Guarantees issued by the company on behalf of its Subsidiary Company for Inter 12,500,000 10,000,000 Corporate Deposits taken.

4) Claims against the company not acknowledged as debt

a) Tax Demand in respect of which company's Appeal is pending before the first 1,164,113 1,164,113 appellate authority (Income Tax) for the Assessment Year 2008-09.

b) Tax Demand in respect of which company's Appeal is pending before the first 3,429,838 - appellate authority (Income Tax) for the Assessment Year 2009-10. 144,593,951 204,963,275

4. The company is primarily engaged in a single segment viz. Financial Services and related activities , therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

5. (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

(b) Debit and Credit balances are subject to confirmation of parties.

6. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

---

Mar 31, 2011

1) CONTINGENT LIABILITIES

S.No Particulars 2010-11 2009-10 (Rs.) (Rs.)

1 Guarantees issued by the company on behalf of its 68,799,162 68,799,162 associates for acquring office premises

2 Counter Guarantees given 125,000,000 - to bankers on behalf of subsidiary companies for Exchange Margin Requirements

3 Guarantees issued by the company on behalf of its 10,000,000 - Subsidiary Company for Inter Corporate Deposits taken.

4 Claims against the company

not acknowledged as debt a) Tax Demand in respect of 1,164,113 - which company's Appeal is pending before the first appellate authority (Income Tax) for the Assessment Year 2008-09.

5) Pursuant to the Scheme of Amalgamation ["the Scheme"] under section 391 to 394 of the Companies Act, 1956, Transwarranty Credit Care Pvt. Ltd(TCCPL), and Transwarranty Forex & Commodities Pvt. Ltd.(TFCPL) are merged with Transwarranty Finance Limited (TFL) (Transferee Company) vv.e.f April 01, 2009 ["the Appointed date"] in terms of the Order dated October 15 ,2010 of Hon'ble High Court of Judicature at Mumbai, sanctioning the Scheme and is effective from November 01, 2010.

With effect from the Appointed date, all the business undertakings, assets,liabilities, rights and obligations of each of the Transferor Companies stood transferred to and vested in the Transferee Company in consideration for issue of,

(i) for every 3 (three) equity shares of TCCPL, 2 (two) equity shares of TFL, and allotment of 3,506,667 equity shares of Rs.10/- each fully paid up , and 3,486,333 equity shares of Rs.10/- each, credited as Rs. 2.50 paid up in the capital of TFL to equity shareholders of TCCPL holding Rs.2.50/- paid up equity shares of Rs.10/- each.

(ii) for every 3 (three) equity shares of TFCPL, 2 (two) equity shares of TFL, and allotment of 3,118,346 equity shares of Rs.10/- each, credited as fully paid-up and 328,207 equity shares of Rs.10/- each, credited as Rs. 2.50 paid up in the capital of TFL to equity shareholders of TFCPL holding Rs.2.50/- paid up equity shares of Rs.10/- each.

In terms of Clause 10.7 of the Scheme, the shares totaling 5,225,000 [Fifty two Lakhs twenty five thousand only] equity shares of Rs. 10 each fully paid up of Transwarranty Finance Limited ('Transwarranty Shares') to be issued by TFL in lieu of equity shares held by TFL in the share capital of TCCPL and TFCPL are issued to a trustee which would hold such shares in trust together with additions and accretions thereto, exclusively for the benefit of the share holders of TFL subject to the powers, provisions,discretions, rights and agreements contained in the instrumen incorporating( TFL - TCCPL and TFCPL Merger Scheme Trust). The Amalgamation has been accounted for under the "Pooling of Interests method" as prescribed by Accounting Standard 14- Accounting for Amalgamations [AS-14] issued by the Institute of Chartered Accountants of India. Accordingly, the assets, liabilities and reserves of the Transferor Companies have been taken over at their book values on the Appointed date.

Consideration

6,625,013 fully paid equity shares of Rs. 10 each and 3,814,540 partly paid (Rs. 2.50 paid up)equity shares of Rs.10 each were issued to the share holders of erstwhile TCCPL and TFCPL by TFL which amounts to an increase of Rs 75,786,480 in the paid up capital of the TFL. The difference between the transfer of Assets and Liabilities after considering issue of equity shares as mentioned above is adjusted in Goodwill on amalgamation / Reserve on amalgamation. Goodwill on amalgamation is to be written off over a period of five years as per the AS-14.

Pursuant to sanction of the Scheme of Amalgamation:

(a) Authorised Share Capital of TFL stands increased as under:

Equity Share Capital 31,000,000 Equity Shares of Rs. 10 each Rs. 310,000,000

In view of the aforesaid amalgamations, the figures for the current year are not comparable with those of the previous year, which have not been restated.

EPS for the year has been worked after taking into effect number of shares to be allotted on amalgamation.

6) Employe Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employe Stock Option Scheme has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs.10/-

g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

i) Had fair value method been used, the compensation cost would have been higher by Rs.7.46 Lakhs (Previous Year Rs. 11.72 Lakhs) Loss after tax would have been higher by Rs.7.46 Lakhs (Previous year Rs.11.72 Lakhs) and EPS - both basic and diluted - would have been Rs.0.20 Per share (Previous Year Rs.(0.68 )Per share)

7) The company is primarily engaged in a single segment viz. Financial Services and related activities, therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

8) Related Party Disclosures

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company : Vertex Securities Limited

Vertex Commodities and Finpro (P) Ltd.

(b) Associated Company : Transwarranty Advisors Private Limited

Transwarranty Private Limited

(c) Key Management Personnel : Mr. Kumar Nair (Managing Director)

9) (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business. (b) Debit and Credit balances are subject to confirmation of parties.

10) Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

11) Advances recoverable in cash or kind or for value to be received includes Rs. 4.34 Crores (P.Y. Rs.4.33) as advance against capital expenditure outstanding for a period more than 180 days.

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Mar 31, 2010

1) CONTINGENT LIABILITIES

a) Guarantees issued by the company on behalf of its subsidiaries and associates is Rs. 6,87,99,162/- (p.y. Rs. 4,19,00,000/-).

2) AUDITORS REMUNERATION

31.03.2010 31.03.2009

(Rs.) (Rs.)

(I) As Auditors 60,000 50,000

(II) In other capacities

- taxation matters - 20,000

- tax Audit Fees 20,000 20,000

- For other Matters 15,000 10,000

95,000 100,000

3) EARNING / EXPENDITURE in FOREIGN CURRENCY

Earnings in Foreign exchange as fees for professional Services rendered Nil Nil

Expenditure incurred in Foreign CurrencyNil Nil

4) petition to Honble High Court at Bombay has been fled for Scheme of Amalgamation of transwarranty Credit Care private limited (TCCPL ) and transwarranty Forex & Commodities private limited (TFCPL ) with transwarranty Finance limited (TFl) with effect from 1st April, 2009. parent company holds 50.05% of shares in TCCPL at a cost of Rs. 525.00 lakhs and holds 50.05% of shares in TFCPL at a cost of Rs.258.75 lakhs. the Honble High Court of Bombay has directed TFL to conduct a meeting of equity shareholders on 7th June, 2010. As the process of Amalgamation has not yet been completed, the impact of said Amalgamation has not been accounted for in the above fInancial results.

5) employe Stock option Scheme

a) the transwarranty Finance limited (TFL) employe Stock option Scheme has been approved by the Board of Directors of the company on 10th March, 2008.

b) the vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) exercise period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) the options will be settled in equity shares of the company.

e) the company used the intrinsic value method to account for ESOPS..

f) the exercise price has been determined to be Rs.10/- g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance note on Accounting for employee Share- Based payments"issued by the Institute of Chartered Accountants of India".

i) Had fair value method been used , the compensation cost would have been higher by Rs.11.72 lakhs (previous year Rs. nil) loss after tax would have been higher by Rs.11.72 lakhs (previous year Rs.nil) and EPS - both basic and diluted - would have been Rs.(0.68) per share (previous year Rs.0.49 per share)

7) the company is primarily engaged In a single segment viz. Financial Services and related activities , therefore the Accounting Standard (AS-17) on Segment Reporting issued by ICAI is not applicable.

8) Related party Disclosures

As per Accounting Standard (AS-18) on Related party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(i) List of Related parties

(a) Subsidiary of the company : Transwarranty Credit Care private limited,

Transwarranty Forex & Commodities private limited

Vertex Securities limited

Vertex Commodities and Finpro (p) ltd.

(b) Key Management personnel : Mr. Kumar nair (Managing Director)

9) (a) Current Assets, loans and Advances are approximately of the value stated, if realised in the ordinary course of business. (b) Debit and Credit balances are subject to confirmation of parties.

10) previous year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

11) Advances recoverable in cash or kind or for value to be received includes Rs. 4.33 Crores as advance against capital expenditure outstanding for a period more than 180 days.