Notes to Accounts of Upsurge Investment & Finance Ltd.

Mar 31, 2024

h. Provisions

Provisions are recognised when the enterprise has a present obligation (legal or constructive) as a result of past events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

When the effect of the time value of money is material, the enterprise determines the level of provision by discounting the expected cash flows at a pre-tax rate reflecting the current rates specific to the liability. The expense relating to any provision is presented in the Statement of Profit and Loss net of any reimbursement.

i. Contingent Liabilities

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

j. Earnings Per Share

The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings per share. Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per share or increases loss per share are included.

k. Significant accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with the Ind AS requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosure and

the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected. Although these estimates are based on the management''s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:

i) Defined employee benefit assets and liabilities

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

ii) Impairment of loans portfolio

The measurement of impairment losses across all categories of financial assets requires judgment, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances. It has been the Company''s policy to regularly review its models in the context of actual loss experience and adjust as and when necessary.

iii) Effective Interest Rate (EIR) method

The Company''s EIR methodology recognises interest income / expense using a rate of return that represents the best estimate of a constant rate of return over the expected behavioral life of loans given / taken and recognizes the effect of potentially different interest rates at various stages and other characteristics of the product life cycle (including prepayments and penalty interest and charges). This estimation, by nature, requires an element of judgment regarding the expected behavior and life-cycle of the instruments, as well expected changes to Company''s base rate and other fee income/expense that are integral parts of the instrument.

39. RISK MANAGEMENT

i) Risk Disclosures

Company’s risk is managed through an integrated risk management framework, including ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company’s continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. The Company is exposed to credit risk, liquidity risk and interest rate risk. It is the Company’s policy to ensure that a robust risk awareness is embedded in its organizational risk culture.

ii) Credit risk

Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligations. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties.

a) Impairment assessment

i) Exposure at Default

EAD is taken as the gross exposure under a facility upon default of an obligor. The amortized principal and the interest accrued is considered as EAD for the purpose of ECL computation The advances have been bifurcated into following three stages:

Stage 1 - Advances with low credit risk and where there is no significant increase in credit risk. Hence, the advances up to 0-29 days are classified as Stage1

Stage 2 - Advances with significant increase in credit risk. Hence the advances from 30 to 89 days are classified as Stage 2

Stage 3 - Advances that have defaulted / Credit impaired advances. Hence the advances with 90 days past due or Restructured Advances are classified as Stage 3. Another loan of the same customer whether in Stage 1 or Stage 2 is also considered as Stage 3 loan.

ii) Significant increase in credit risk

The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument or a portfolio of instruments is subject to 12 months ECL or lifetime ECL, the Company assesses whether there has been a significant increase in credit risk since initial recognition. The Company considers an exposure to have significantly increased in credit risk if contractual payments are more than 30 days past due.

iii) Definition of default and cure

The Company considers a financial instrument defaulted and therefore Stage 3 (credit impaired) for ECL calculations in all cases when the borrower becomes 90 days past due on its contractual payments.

As a part of a qualitative assessment of whether a customer is in default, the Company also considers a variety of instances that may indicate unlikeness to pay. When such events occur, the Company carefully considers whether the event should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECLcalculations or whether Stage 2 is appropriate. Such events include:

a) Significant financial difficulty of the borrower or issuer;

b) A breach of contract such as a default or past due event;

c) The restructuring of a loan or advance by the company on terms that the company would not consider otherwise; or

d) It is becoming probable that the borrower will enter bankruptcy or other financial reorganization

It is the Company’s policy to consider a financial instrument as ‘cured’ and therefore re-classified out of Stage 3 when the borrower makes necessary payments & the borrower is not 90 days past due after such payments. The decision whether to classify an asset as Stage 2 or Stage 1 once

cured depends on the updated credit grade, at the time of the cure, and whether this indicates there has been a significant increase in credit risk compared to Initial recognition.

40. Note Other Statutory Information

a. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

b. The Company does not have any transactions with companies struck off.

c. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

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

e. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

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

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

g. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

i. directly or indirectly financing from 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,

h. The Company has not 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.

41. Previous year figures have been regrouped/reclassified, wherever necessary, to conform to the current year’s classification.

As per our report of even date

For M/s. JAIN & TRIVEDI For and on behalf of the Board

Chartered Accountants FRN: 113496W

Sd/- Sd/- Sd/-

Satish Trivedi Dayakrishna Goyal Pratibha Goyal

Partner Managing Director Director

M.No. 038317 DIN:00398539 DIN:00399056

Sd/- Sd/-

Mayank Goyal Jitendra Gupta

Chief Financial Officer Company Secretary

Mumbai, May 21, 2024

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Mar 31, 2018

c) Rights, preferences and restrictions attached to shares.

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

d) During the last 5 financial years the Company (i) has not issued any bonus shares (ii) has not issued shares for consideration other than cash (iii) has not bought back any of its shares.

1 CONTINGENT LIABILITY

Claim against the company not acknowledged as debts Nil Nil

2 CAPITAL & OTHERS COMMITMENTS Nil Nil

3 Under the Micro, Small and Medium Enterprises Development Act, 2006 certain disclosures are required to be made related to micro, small and medium enterprise. The company does not have any transactions with such entities.

4 Segment Reporting

The company is mainly engaged in the business of investment & finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

5 The Board of Directors of the Company has recommended a final dividend of Rupee 0.50 ( 5%) per equity share of Rupees 10/- each for the year ended 31st March, 2018. The said dividend will be paid after the approval of shareholders at the twenty forth annual General Meeting. As per the requirements of revised AS 4, the Company is not required to provide for dividend proposed after the balance sheet date. Consequently, no provision has been made in respect of the aforesaid dividend recommended by the Board of Directors for the year ended 31st March, 2018.

6 FOREIGN CURRENCY TRANSACTION

a) Expenditure in Foreign Currency Nil Nil

b) Earning in Foreign Currency Nil Nil

7 In the opinion of the board, any of the assets other than fixed assets and non-current investments do not have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

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

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Mar 31, 2015

1. SHARE CAPITAL

a) Rights, preferences and restrictions attached to shares.

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

2. SEGMENT REPORTING

The company is mainly engaged in the business of investment & finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

3. RELATED PARTY TRANSACTION

List of related parties with whom transactions have taken place:

i Associates & other Related Parties Nature of Relationship

Name of Related Party

Yash Securities Pvt. Ltd. Other Related Parties

Sankalp Properties Pvt. Ltd Other Related Parties

ii Key Management Personnel

Name of Related Party Nature of Relationship

Shri D.K. Goyal Chairman & Managing Director

4. AMOUNT DUE TO MICRO SMALL AND MEDIUM ENTERPRISES:

Under the Micro, Small and Medium Enterprises Development Act, 2006 certain disclosures are required to be made related to micro, small and medium enterprise. The company does not have any transactions with such entities.

5. Previous years figures have been regrouped / reclassified, wherever necessary to correspond with current year's figures classification / disclosure.

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Mar 31, 2014

1 SHARE CAPITAL

i) Rights, preferences and restrictions attached to shares.

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

2 SEGMENT REPORTING

The company is mainly engaged in the business of Investment & Finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

3 AMOUNT DUE TO MICRO SMALL AND MEDIUM ENTERPRISES:

Under the Micro, Small and Medium Enterprises Development Act, 2006 certain disclosures are required to be made related to micro, small and medium enterprise. The company does not have any transactions with such entities.

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

5 OTHER INFORMATION

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

ii. Provisioning norms shall be applicable as prescribed in the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

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

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Mar 31, 2013

1 SEGMENT REPORTING

The company is mainly engaged in the business of Investment & Finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

2 RELATED PARTY TRANSACTION

List of related parties with whom transactions have taken place:

i. Particulars of Associate Companies Nature of relationship Name of Related Party

Yash Securities Pvt. Ltd. Associate Company

Sankalp Properties Pvt. Ltd Associate Company

ii. Key Management Personnel

Name of Related Party Nature of Relationship

Shri D.K.Goyal Chairman & Managing Director

3 AMOUNT DUE TO MICRO SMALL AND MEDIUM ENTERPRISES:

Under the Micro, Small and Medium Enterprises Development Act, 2006 certain disclosures are required to be made related to micro, small and medium enterprise. The company does not have any transactions with such entities.

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

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Mar 31, 2012

A) Detailed note on the terms of the rights, preferences and restrictions relating to each class of shares including restrictions on the distribution of dividends and repayment of Capital.

i) The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each holder of Equity Share is entitled to one vote per share.

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

d) Detailed note on shares reserved to be issued under options and contracts / commitment for the sale of shares / divestments including the terms and conditions.

The company does not have any such contract / commitment as on reporting date.

e) Detailed terms of any securities convertible into shares, e.g. in the case of convertible warrants, debentures, bonds etc.

The company does not have any securities convertible into shares as on reporting date.

1 SEGMENT REPORTING

The company is mainly engaged in the business of Investment & Finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

2 AMOUNT DUE TO MICRO SMALL AND MEDIUM ENTERPRISES:

Under the Micro, Small and Medium Enterprises Development Act, 2006 certain disclosures are required to be made related to micro, small and medium enterprise. The company does not have any transactions with such entities.

3 In view of the revision to the Schedule VI as per notification issued by the Central Government, the financial statements for the year ended 31st March 2012 have been prepared as per the requirement of the Revised Schedule VI of the Companies Act, 1956. The previous year's figures have been accordingly regrouped/reclassified to conform to the current year's classification

Notes:

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

2. Provisioning norms shall be applicable as prescribed in the Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

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

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Mar 31, 2011

1. For the purpose of calculating market value of closing stock of shares where quotations are not available on the last day of the year, the latest available quotations are taken as the market value. And in case of delisted shares the same are valued at Nil. Stock in trade has been verified, valued and certified by the management.

2. Interest receivable/payable on excess/short payment of income tax as well as other taxes/duties is accounted for on completion of assessment. Similarly any income/expenditure resulting from any judicial pronouncement is accounted for at the time of such pronouncement.

3. Purchases/sale of shares and securities are accounted for inclusive of brokerage but exclusive of turnover charges, service tax and stamp duty which have been debited to other charges on securities.

4. As on 31st March 2011, the Company does not have any employees to whom gratuity or any retirement benefits are payable.

5. The Company has not prepared consolidated financial statements (CFS) as required by the AS21, since the transactions of subsidiary during the year/ its assets and liabilities are not material.

6. Segment Reporting: The company is mainly engaged in the business of investment & finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

7. The Company has utilized the fund raised through preferential issue for expansion of companys existing business as per the object stated in the explanatory statement attached with the notice for issue of warrants convertible into Equity Shares.

8. Deferred Taxation: The company has carried forward Losses under taxes Laws. In absence of virtual certainty of sufficient future taxable income, net deferred tax assets has not been recognized by way of prudence in accordance with Accounting Standard (AS22) "Accounting for taxes on Income" issued by the Institute of Chartered Accountants of India.

9. Related party Disclosure:

List of related parties with whom transactions have taken place:

(i) Particulars of Associates Companies

Name of Related Party Nature of Relationship

Yash Securities Pvt. Ltd. Associate Company

Sankalp Properties Pvt. Ltd Associate Company

(ii) Key Management Personnel

Name of Related Party Nature of Relationship

Shri D.K. Goyal Chairman & Managing Director

10. The policy of provisioning against Non-Performing Loans and Advances has been decided by the management considering prudential norms issued by the Reserve Bank of India for Non Banking Financial Companies except that the amount recovered subsequent to the Balance Sheet date have not been considered for provisioning.

11. There are no amounts due to small-scale industries in terms of "The Micro, Small & Medium Enterprises Development Act, 2006."

12. Interest income is shown net of interest paid to bank Rs. 23,43,579/- (Previous Year Rs. 632,767/-).

13. Balances of some of the sundry debtors, loans & advances and sundry creditors are subject to confirmation and resultant reconciliation if any.

14. No provision for Loans and advances considered doubtful amounting to Rs.10,00,000/- (Previous Year Rs.10,00,000/-) has been made in the books of accounts, since the Companys Management is of the opinion that the debts are fully recoverable.

15. In the opinion of the management the Current Assets, Loans & Advances have not less than the value stated in the Balance Sheet if realized in the ordinary course of business unless otherwise stated.

16. Previous Year Figures have been regrouped / rearranged / rectified / reclassified / wherever necessary.

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Mar 31, 2010

1. For the purpose of calculating market value of closing stock of shares where quotations are not available on the last day of the year, the latest available quotations are taken as the market value. And in case of delisted shares the same are valued at Nil. Stock in trade has been verified, valued and certified by the management.

2. Interest receivable/payable on excess/short payment of income tax as well as other taxes/duties is accounted for on completion of assessment. Similarly any income/expenditure resulting from any judicial pronouncement is accounted for at the time of such pronouncement.

3. Purchases/sale of shares and securities are accounted for inclusive of brokerage but exclusive of turnover charges, service tax and stamp duty which have been debited to other charges on securities.

4. As on 31st March 2010, the Company does not have any employees to whom gratuity or any retirement benefits are payable.

5. Segment Reporting:

The company is mainly engaged in the business of investment & finance. All the activities of the company revolve around the main business, and as such, in the opinion of the management, there are no separate reportable segments.

6. Deferred Taxation:

The company has carried forward Losses under taxes Laws. In absence of virtual certainty of sufficient future taxable income, net deferred tax assets has not been recognized by way of prudence in accordance with Accounting Standard (AS22) "Accounting for taxes on Income" issued by the Institute of Chartered Accountants of India.

7. Related party Disclosure:

List of related parties with whom transactions have taken place:

(i) Particulars of Associates Companies Name of Related Party

Yash Securities Pvt. Ltd. For five months

Sankalp Properties Pvt. Ltd For seven months

(ii) Key Management Personnel Name of Related Party

Shri D.K. Goyal (Director) For Full Year

8. The policy of provisioning against Non-Performing Loans and Advances has been decided by the management considering prudential norms issued by the Reserve Bank of India for Non Banking Financial Companies except that the amount recovered subsequent to the Balance Sheet date have not been considered for provisioning.

9. There are no amounts due to small-scale industries in terms of "The Micro, Small & Medium Enterprises Development Act, 2006."

10. Interest income is shown net of interest paid to bank Rs. 632,767/- (Previous Year Rs. 650,818/-).

11. Balances of some of the sundry debtors, loans & advances and sundry creditors are subject to confirmation and resultant reconciliation if any.

12. No provision for Loans and advances considered doubtful amounting to Rs. 10,00,000/- (Previous Year Rs.24, 00,000/-) has been made in the books of accounts.

13. In the opinion of the management the Current Assets, Loans & Advances have not less than the value stated in the Balance Sheet if realized in the ordinary course of business unless otherwise stated.

15. Previous Year Figures have been regrouped / rearranged / rectified / reclassified / wherever necessary.