Notes to Accounts of VLS Finance Ltd.

Mar 31, 2024

2.12. Provisions and contingencies:

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, 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. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the reporting 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. The unwinding of the discount is recognized as finance cost. Expected future operating losses are not provided for. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

2.13 Earnings per share

a) Basic earnings per share

Basic earnings per share is calculated by dividing the net profit for the period (excluding other comprehensive income) attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus element in equity shares issued during the year.

b) Diluted earnings per share

Diluted earnings per share is computed by dividing the net profit for the period attributable to equity shareholders by the weighted average number of shares outstanding during the period as adjusted for the effects of all diluted potential equity shares except where the results are anti-dilutive assets acquired and liabilities assumed.

2.14 Leases

The Company lease asset classes primarily consist of leases for buildings taken on lease for operating its office. The Company assesses whether a contract contains a lease, at inception of a contract. At the date of commencement of the lease, the company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term. The lease liability is initially measured at amortized cost at the present value of the future lease payments.

As a lessor

Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases.

2.15 Foreign exchange transactions

The functional currency and the presentation currency of the Company is Indian Rupees. Transactions in foreign currency are recorded on initial recognition using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated

at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on the settlement or translation of monetary items are recognized in the statement of profit and loss in the period in which they arise.

2.16 Borrowing costs

Borrowing costs include interest expense as per the effective interest rate (EIR) and other costs incurred by the Company in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of those tangible fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalized. Other borrowing costs are recognized as an expense in the year in which they are incurred.

The difference between the discounted amount mobilized and redemption value of securities is recognized in the statement of profit and loss over the life of the instrument using the EIR.

2.17 Retirement and other employee benefits

(i) Short- term employee benefits

Employee benefits payable wholly within twelve months of availing employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits such as salaries and wages, bonus and ex-gratia to be paid in exchange of employee services are recognized in the period in which the employee renders the related service.

(ii) Post-employment benefits (ii) (a). Defined contribution plans:

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The company makes specified monthly contributions towards Provident Fund and Employees State Insurance Corporation (‘ESIC''). The contribution of company is recognized as an expense in the Statement of Profit and Loss during the period in which employee renders the related service. There are no other obligations other than the contribution payable to the Provident Fund and Employee State Insurance Scheme. These contributions are recognized as an expense in the statement of profit and loss during the period during the period in which the employee renders the related service.

(ii) (b). Defined benefit plan:

Gratuity liability, wherever applicable, is provided for on the basis of an actuarial valuation done as per projected unit credit method, carried out by an independent actuary at the end of the year. The Company''s gratuity benefit scheme is a defined benefit plan.

(iii) Other Long-term Benefits:

Compensated absences:

The Company provides for the encashment / availment of leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment / availment. The liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation.

Note. 3 Key accounting estimates and Judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on ongoing basis. Any changes to accounting estimates are recognized prospectively. Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect on the amounts recognized in the financial statements are included in the following notes:

(a) Provision and contingent liability: On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Gain contingencies are not recognized until the contingency has been resolved and amounts are received or receivable.

(b) Allowance for impairment of financial asset: Judgments are required in assessing the recoverability of overdue loans and determining whether a provision against those loans is required. Factors considered include the aging of past dues, value of collateral and any possible actions that can be taken to mitigate the risk of non-payment.

(c) Recognition of deferred tax assets: Deferred tax assets are recognized for unused tax-loss carry forwards and unused tax credits to the extent that realization of the related tax benefit is probable. The assessment of the probability with regard to the realization of the tax benefit involves assumptions based on the history of the entity and applicable laws.

(d) Property, plant and equipment and Intangible Assets: Management reviews the estimated useful life and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful life and residual values as per schedule II of the Companies Act, 2013 or are based on the Company''s historical experience with similar assets and taking into account anticipated technological changes, whichever is more appropriate.

(e) The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

(f) Defined benefit plans: The cost of defined benefit plans and the present value of the defined benefit obligations are based on actuarial valuation using the projected unit credit method. 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.

Notes

# Excess amount spent during the year to be set off in next year.

* The corpus of Rs 144.64 lakhs (Previous Year Rs 179.52 Lakhs) under CSR for the year 2023-2024 (Previous Year 2022-2023) had been allocated to projects identified for ongoing project. No disbursal was made during respective years because the concerned entities had requested disbursal of funds from the subsequent year onwards though allocated in the respective years. Accordingly, the amount of Rs 144.64 lakhs (Previous Year Rs 179.52 Lakhs) has not been considered as spent and shown in the shortfall Column. The amount has already been transferred with in 30 days of close of the financial year in to the separate bank account maintained for unspent CSR and will be disbursed in accordance with the applicable regulations. ** The Company has not made any transaction with related parties in relation to CSR expenditure as per Ind AS 24.

$ Remitted to PM Cares Fund on 09-May-2023 in accordance with applicable regulations.

Note No 33. Related party transactions;

List of Related Parties and Relationships during the year;

a) Subsidiary Companies;

1. VLS Securities Limited (100.00%)

2. VLS Asset Management Limited (99.15%)

3. VLS Real Estate Limited (100.00%)

b) Key Managerial Personnel (KMP):

1. Shri M.P.Mehrotra (Executive Vice Chairman) (‘Exec. VC’)

(cessation w.e.f. 5th April 2024 on account of his demise*)

2. Shri S. K. Agarwal (Managing Director)

3. Shri Vikas Mehrotra (Managing Director -International Operations) appointment w.e.f. 12th Jan 2022 (cessation w.e.f. 13th July 2023 on account of his demise*)

4. Shri Anurag Bhatnagar (CFO in VLS Securities Limited) (‘CFO VLS Sec’) resigned w.e.f. 31/08/2022

5. Ms. Unnati Jani (CS in VLS Securities Ltd.) appointed w.e.f. 22nd Mar 2022 - resigned w.e.f. 17th Dec 2022

6. Shri K. K. Soni (Director Finance & CFO)

7. Shri H Consul (Company Secretary)

8. Shri Vishesh Jain (CS in VLS Securities Ltd.) appointed w.e.f. 28th Dec 2022 - (‘CS VLS Sec.’)

9. Shri Aditya Kumar Bansal (CFO in VLS Securities Limited) (‘CFO VLS Sec’) appointment w.e.f. 15th June 2023

10. Shri Keshav Tandan (Executive Director) appointed w.e.f. 29th Mar 2024

c) Others;

1. VLS Capital Limited (Associate of VLS Securities Ltd.)

2. M/s Vinayak Pharma - related to Mr SK Agarwal, Managing Director

3. Shri Ajit Kumar (Chairman, Independent Director cessation w.e.f. 26/08/2023 on account of his demise)

4. Dr. (Mrs.) Neeraj Arora (Non-Executive Director) resigned w.e.f.

10th May 2023

5. Shri. D. K. Mehrotra (Independent Director)

6. Dr. R. L. Bishnoi (Independent Director) resigned w.e.f. 1st Mar 2023

7. Shri Deepak Kumar Chatterjee (Independent Director) resigned w.e.f. 4th May 2023

8. Ms. Divya Mehrotra (Non-Executive Director & Constituent of Promoter Group) cessation w.e.f. 04/01/2024 on account of her demise)

9. Shri Anoop Mishra (Independent Director) appointment w.e.f. 10th Aug 2023

10. Shri Adesh Kumar Jain (Independent Director) appointment w.e.f. 10th Aug 2023

11. Adesh Kumar Jain and Sons (HUF) (Enterprises in which Nonexecutive Independent Director Shri Adesh Kumar Jain and their relatives exercises Significant Influence)

12. Smt Alka Jain (Wife of Shri Adesh Kumar Jain (Non-executive Independent Director))

13. Smt Priyanka Jain (Daughter in law of Shri Adesh Kumar Jain (Nonexecutive Independent Director))

14. Shri Shashank Jain (Son of Shri Adesh Kumar Jain (Non-executive Independent Director))

15. Smt Sudha Aggarwal (Wife of Shri S. K. Agarwal (Managing Director))

16. Ms. Daya Mehrotra (Promoter Group)

17. Pragati Moulders Ltd (Promoter Group)

18. Smt Uma Soni (Wife of Shri K. K. Soni (Director Finance & CFO))

19. M/s Mehrotra & Mehrotra (Firm in which Promoter is Partner)

20. Ms. Sadhana Mehrotra (Promoter Group)

21. Mahesh Prasad Mehrotra (HUF) (Promoter Group)

22. Chai Thela Pvt Ltd (Private Company in which a Director or his relative is a Member or Director)

23. South Asian Enterprises Ltd (Promoter Group)

24. VLS Commodities Private Limited (Promoter Group)

25. Shri Shivesh Ram Mehrotra (Non-executive Non-Independent Director) appointment w.e.f. 13-Feb-2024

26. Shri Najeeb Hamid Jung (Non-executive Independent Director) appointment w.e.f. 13-Feb-2024

27. Shri Gaurav Goel (Non-executive Non-Independent Director) appointment w.e.f. 13-Feb-2024

28. Mrs. Neeraj Vinay Bansal (Non-executive Independent Director) appointment w.e.f. 29-Mar-2024

Note No 34. Capital management.

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

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure the Company may adjust the dividend payment to shareholders return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio as less as possible. The Company includes within net debt interest bearing loans and borrowings trade and other payables less cash and cash equivalents excluding discontinued operations.

In order to achieve this overall objective, the Company’s capital management amongst other things aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

Note No 35. Other Financial information

a. Under the Micro Small and Medium Enterprises Development Act 2006 (MSMED) which came into force from 02 October 2006 certain disclosures are required to be made relating to MSME. On the basis of the information and records available with the Company the following disclosures are made for the amounts due to the Micro and Small Enterprises.

There are no dues outstanding of an entity which is registered as the Micro Small and Medium Enterprises defined under ‘The Micro Small and Medium Enterprises Development Act 2006”.

Note No 39: Financial risk management.

Risk management framework

The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the risks that it is exposed to. The objective of its risk management framework is to ensure that various risks are identified measured and mitigated and also that policies procedures and standards are established to address these risks and ensure a systematic response in the case of crystallization of such risks.

The Company has exposure to the following risk arising from financial instruments:

i. Credit risk

ii. Liquidity risk

iii. Market risk

The Company has established required policies with respect to such risks which set forth limits mitigation strategies and internal controls to be implemented. The Board oversees the Company’s risk management which frames and reviews risk management processes and controls. i. Credit risk:

It is risk of financial loss that the Company will incur a loss because its customer or counterparty to financial instruments fails to meet its contractual obligation.

The Company’s financial assets comprise of Cash and bank balance, Stock-in-trade, Trade receivables, Loans, Investments and Other financial assets.

The maximum exposure to credit risk at the reporting date is primarily from the Company’s trade receivables.

Following provides exposure to credit risk for trade receivables:

iii. Market risk

Market risk arises when movements in market factors (foreign exchange rates interest rates credit spreads and equity prices) impact the Company’s income or the market value of its portfolios. The Company in its course of business is exposed to market risk due to change in equity prices interest rates and foreign exchange rates. The objective of market risk management is to maintain an acceptable level of market risk exposure while aiming to maximize returns. The Company classifies exposures to market risk into either trading or non-trading portfolios. Both the portfolios are managed using the following sensitivity analyses:

i) Equity price Risk

ii) Interest Rate Risk

iii) Currency Risk

i) Equity price Risk

The Company’s exposure to equity price risk arises primarily on account of its investment positions.

The Company’s equity price risk is managed in accordance with its Corporate Risk and Investment policy (CRIP)approvedby the board.The board specifies exposure limits andrisklimits for the investments in equity.

ii) interest Rate Risk

The Company’s exposure to interest rate risk arises primarily on account of its amount given on loan and the surplus funds kept as deposits with the banks.

The Company’s interest rate risk is managed in accordance with its policy approved by its board.

The non-traded Financial Assets and liabilities are fixed rate instruments and are valued at amortised cost. Any shifts in yield curve will not impact on their carrying amount and will therefore not have any impact on the Company’s statement of profit and loss.

iii) Currency Risk /foreign exchange Risk

There is no exposure to currency risk as there is no position of the company stands in exchange traded currency derivatives.

(ii) Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include :

• Quoted equity investments - Quoted closing price on stock exchange

• Mutual fund - net asset value of the scheme

• Alternative investment funds - net asset value of the scheme

• Unquoted equity investments - is based on NAV as per the latest financial figures of the respective company or price multiples of comparable companies or Price Quotation received from intermediaries dealing in unquoted shares.

• Private equity investment fund - NAV of the audited financials of the funds.

• Real estate fund - net asset value, based on the independent valuation report or financial statements of the company income approach or market approach based on the independent valuation report.

(iii) Financial instruments not measured at fair value

Financial assets not measured at fair value includes cash and cash equivalents, trade receivables, loans and other financial assets.

These are financial assets whose carrying amounts approximate fair value, due to their short-term nature.

Additionally, financial liabilities such as trade payables and other financial liabilities are not measured at FVTPL, whose carrying amounts approximate fair value, because of their short-term nature.

Fair value measurements using significant unobservable inputs (level 3)

Note No 43: Tax Expense

The Company pays taxes according to the rates applicable in India. Most taxes are recorded in the income statement and relate to taxes payable for the reporting period (current tax), but there is also a charge or credit relating to tax payable for future periods due to income or expenses being recognised in a different period for tax and accounting purposes (deferred tax). The Company provides for current tax according to the tax laws of India using tax rates that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns in respect of situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is recognised when it is considered recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying temporary differences can be deducted.

The Taxation Laws (Amendment) Ordinance, 2019 contain substantial amendments in the Income Tax Act 1961 and the Finance (No.2) Act, 2019 to provide an option to domestic companies to pay income tax at a concessional rate. The Company has elected to opt the amended tax regime w.e.f. the financial year 2019-20.

(iv) Fair Value Hierarchy;

The fair values of the investment properties as mentioned in (ii) above as at 31-Mar-2024 is based on valuations performed by valuer Green Brick Valuers Pvt Ltd, an approved valuer from Insolvency and Bankruptcy Board of India (IBBI) - vide IBBI/RV/-E-2/2023/189. The valuation of land has been done by the valuer on the basis of market value of property considering the location, size of plot, civic amenities available near the land. Further valuation of building has been done as per depreciated CPWD rates.

(v) Leasing arrangements

Investment properties are leased out to tenants under operating lease. Disclosure of future rent receivable is included in Note No 51: Disclosure under Ind As 116 Lease.

(vi) Contractual obligations

The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop the investment property. However, the responsibility for its repairs and maintenance is with the Company.

Note No 51; Disclosure under ind As 116 Lease;

Leases

1 Company as a lessee;

The Company has taken premises on operating lease for the period which ranges from 11 months to 36 months with an option to renew the lease by mutual consent on mutually agreeable terms.

The Company has applied the exemptions not to recognise right-of-use assets and liabilities for lease with less than 12 months of term lease.

Note No 53: Subsequent events;

There were no significant events after the end of the reporting period which require any adjustment or disclosure in the financial statements other than as stated below:

i) The Board of Directors at its meeting held on 28^th May 2024 has proposed a final dividend of Rs. 1.50 per equity share plus special dividend of Rs 1.00 per equity share for the financial year ended 31-March 2024. Accordingly total proposed dividend for the financial year ended 31-March 2024, will be aggregate of the final dividend and special dividend amounting to Rs 2.50 per equity share. Thus, the total Dividend will be 25% on face value of Rs.10/-per equity share, subject to approval by the members of the Company at the forthcoming Annual General Meeting.

Pursuant to the Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the listing regulations, the Book Closure period for the purpose of payment of the dividend to be declared at the 37^th AGM will be from September 21^st, 2024, to September 28^th, 2024 (both days inclusive).

The dividend, if approved, will be paid on or before 28^th-October-2024 subject to deduction of tax at source as per the applicable rate(s), to the members whose name stand in the register of members on the date of closure of transfer books for this purpose.

Note No 54: Segment reporting:

The Company is primarily engaged in the single segment i.e., in the business of investment & Sale/Purchase of Shares/Securities & Derivatives. As such the Company’s financial statements are largely reflective of the investment business. There are no separate reportable segments identified as per the Ind AS 108 - Operating segments. Further the Company does not have any reportable geographical segment. Hence segment-wise reporting has not been made.

Note No 55: Additional Regulatory disclosures.

i) During the financial years ended March 31,2024, and March 31,2023, the company has not revalued its property, plant and Equipment.

ii) All the lease agreements are executed in favor of the Company for properties where the Company is the lessee.

iii) During the financial years ended March 31,2024, and March 31,2023, the company has not revalued its intangible assets.

iv) The Company has been sanctioned working capital limits from Banks/financial institutions on the basis of security of Company’s own fixed deposits.

Therefore, during the financial years ending March 31,2024, and March 31,2023, the company is not required to file the Quarterly return/ statements of current assets with banks and financial institutions.

v) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with companies (Restriction on number of layers) rule 2017.

vi) During the financial years ended March 31,2024, and March 31,2023, no Scheme of Arrangements related to the company has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

vii) Utilisation of Borrowed funds and share premium: -

a. The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or other kind of funds) to any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

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

ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b. The Company has not received any funds (which are material either individually or in the aggregate) from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall:

i. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

viii) No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at March 31,2024 and March 31,2023.

ix) The Company has not been declared willful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India, during the year ended March 31,2024, and March 31,2023.

x) There is no creation or satisfaction of charges which are pending to be filed with ROC as at March 31,2024 and March 31,2023.

xi) The Company has not traded or invested in Crypto currency or Virtual currency during the financial years ended March 31,2024, and March 31,2023.

xii) The Company does not have any transactions 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). No previously unrecorded income and related assets have been recorded in the books of account during the year.

xiii) The auditors have expressed an unmodified opinion on the standalone financial statements of the Company for the financial years ended March 31,2024, and March 31,2023.

xiv) There are no items of income and expenditure of exceptional nature for the financial years ended March 31,2024, and March 31,2023.

xv) The corporate governance report containing composition and category of directors, shareholding of non-executive directors is part of the annual report for the financial year ended March 31,2024.

Note No 56: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure and rounding off errors have been ignored.

Note No 57: The amounts reflected as “ 0 “ or “ - ” in the financial information are values with less than rupees five hundred or 0.

As per our report of even date attached For and on behalf of the board

For Agiwal & Associates

Chartered Accountants (FRN: 000181N)

CA P. C. Agiwal S.K. Agarwal K.K. Soni

Partner Managing Director Director-Finance& CFO

Membership No. 080475 (DIN:00106763) (DIN: 00106037)

Place: New Delhi Keshav Tandan H. Consul

Date: May 28^th 2024 Executive Director Company Secretary

UDIN: 24080475BKFKZS2927 (DIN: 10450801) M. No A-11183

¦ ¦ cc ¦ ¦

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Mar 31, 2023

1) Of the above amount of f 9627.48 lakh, an amount of f 474.34 lakh is relating to share premium received on forfeited shares.

2) There is no changes in accounting policy and there is no prior period errors.

3) Transfer from the Retained Earning to the Capital Redemption Reserve towards nominal value of 11,32,983 fully paid up Equity Shares of f 10/-each bought back for the first time on 11/02/2014 for cash.

4) Pursuant to the public announcement dated 07th-Jan-2023 in respect of second time buy back of shares from the open market through stock exchange

mechanism as prescribed under SEBI (Buy Back of Securities) Regulations, 2018 and other applicable regulations, the Buy back of shares commenced on 16th Jan 2023 and will remain open till 14-July-2023 unless closed earlier. The Company bought back a total of 34,34,235 equity shares from the open market as at the end of 31-Mar-2023. A total sum of f 6,199.18 lakhs was utilised on the shares bought back till 31st Mar 2023. Consequently the total number of paid up equity shares of the company (of f 10/- nominal value per share) reduced from 3,86,62,017 equity shares to 3,52,27,782 equity shares as at the end of 31-Mar-2023. The consideration of f 6,199.18, lakhs paid towards buy-back of equity shares till 31st Mar 2023 is adjusted against share capital to the extent of f 343.42 lakhs and against the share premium to the extent of f 5,855.76 lakhs. Further consequent to the

aforesaid buyback of 34,34,235 fully paid up Equity Shares of f 10/- each as at the end of 31-Mar-2023 for cash, the nominal amount of shares capital

bought-back of f 343.42 lakhs has been transferred to the Capital Redemption Reserve from out of the Retained Earning.

5) Dividend amounting to f 579.93 lakhs @ f 1.50 per equity share proposed for the year ended March 31,2021 was paid on the outstanding number of shares during the year ended March 31,2022.

6) Dividend amounting to f 579.93 lakhs @ f 1.50 per equity share proposed for the year ended March 31,2022 was paid on the outstanding number of shares during the year ended March 31,2023.

Nature and purpose of reserves :

(A) Securities premium:

Securities premium is used to record the premium received on issue of shares. The Securities premium can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

(B) Retained earnings:

Retained earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.

(C) General reserve:

General reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies Act, 2013.

(D) Capital redemption reserve:

The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account or both, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve is utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.

(E) Other comprehensive income (OCI):

The Company has elected to recognise changes in the fair value of certain investments in equity securities and other instruments in other comprehensive income. These changes are accumulated within the FVTOCI reserve under the head “other equity”. The Company transfers amounts from this reserve to retained earnings when those investments have been disposed off. Further this also represents the gain/(loss) on remeasurement of defined benefit obligations and of plan assets.

1) The Ministry of Corporate Affairs has notified Section 135 of the Companies Act, 2013 on Corporate Social Responsibility with effect from 1st April 2014. As per the provisions of the said section, the Company has undertaken the following CSR initiatives during the financial year 2022-23 and 2021-22. CSR initiatives majorly includes promoting education and supporting under privileged in medical treatments and various other charitable and noble aids.

a) Amount required to be spent by the company during the year 202223 Rs. 291.12 Lakhs (Previous year Rs. 129.33 Lakhs) computed in accordance with applicable regulations.

Notes

* The corpus of Rs 179.52 Lakhs under CSR for the year 20222023 had been allocated to projects identified for ongoing project. No disbursal was made during 2022-23 because the concerned entities had requested disbursal of funds from the year 2023-24 onwards though allocated in the year 2022-23. Accordingly, the amount of Rs 179.52 lakhs has not been considered as spent and shown in the shortfall Column. The amount has already been transferred with in 30 days of close of the financial year 2022-2023 in to the bank account maintained for unspent CSR and will be disbursed in accordance with the applicable regulations.

** The Company has not made any transaction with related parties in relation to CSR expenditure as per Ind AS 24.

# Excess amount spent during the year to be set off in next year.

$ Remitted to PM Cares Fund on 09-May-2023 in accordance with applicable regulations.

Note No 32. Related party transactions:

List of Related Parties and Relationships with whom transaction done during the year:

a) Subsidiary Companies:

1. VLS Securities Limited (100.00%)

2. VLS Asset Management Limited (99.15%)

3. VLS Real Estate Limited (100.00%)

b) Key Managerial Personnel (KMP):

1. Shri M.P.Mehrotra (Executive Vice Chairman) (‘Exec. VC’)

2. Shri S. K. Agarwal (Managing Director)

3. Shri Vikas Mehrotra (Managing Director -International Operations) w.e.f. 12th Jan 2022 *

4. Shri K. K. Soni (Director Finance & CFO)

5. Shri H Consul (Company Secretary)

6. Ms. Vishesh Jain (CS in VLS Securities Ltd.) appointed w.e.f. 28th Dec 2022 - (‘CS VLS Sec.’)

7. Shri Anurag Bhatnagar (CFO in VLS Securities Limited) (‘CFO VLS Sec’) resigned w.e.f. 31/08/2022

8. Ms. Unnati Jani (CS in VLS Securities Ltd.) appointed w.e.f. 22nd Mar 2022 - resigned w.e.f. 17th Dec 2022

9. Ms. Komal Taparia (CS in VLS Securities Ltd.) resigned w.e.f. 21st Mar 2022 - (‘CS VLS Sec.’)

c) Others:

1. VLS Capital Limited (Associate of VLS Securities Ltd.)

2. M/s Vinayak Pharma - related to Mr SK Agarwal, Managing Director

3. Shri Ajit Kumar (Chairman, Independent Director)

4. Dr. (Mrs.) Neeraj Arora (Non-Executive Director) resigned w.e.f. 10th May 2023

5. Shri. D. K. Mehrotra (Independent Director)

6. Dr. R. L. Bishnoi (Independent Director) resigned w.e.f. 1st Mar 2023

7. Shri Deepak Kumar Chatterjee (Independent Director) resigned w.e.f. 4th May 2023

8. Ms. Divya Mehrotra w.e.f. 13/11/2021 (Non-Executive Director & Constituent of Promoter Group)

9. M/s Mehrotra And Mehrotra (Firm in which Promoter is Partner)

10. Ms. Sadhana Mehrotra (Promoter Group)

11. Mahesh Prasad Mehrotra (HUF) (Promoter Group)

12. Chai Thela Pvt Ltd (Private Company in which a Director or his relative is a Member or Director)

13. South Asian Enterprises Ltd (Promoter Group)

14. VLS Commodities Private Limited (Promoter Group)

Note No 33.Capital management.

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

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure the Company may adjust the dividend payment to shareholders return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio as less as possible. The Company includes within net debt interest bearing loans and borrowings trade and other payables

less cash and cash equivalents excluding discontinued operations.

attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

Note No 34. Other Financial Information

a.Under the Micro Small and Medium Enterprises Development Act 2006 (MSMED) which came into force from 02 October 2006 certain disclosures are required to be made relating to MSME. On the basis of the information and records available with the Company the following disclosures are made for the amounts due to the Micro and Small Enterprises.

There are no dues outstanding of an entity which is registered as the Micro Small and Medium Enterprises defined under ‘The Micro Small and Medium Enterprises Development Act 2006”.

Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments other than those with carrying amounts that are reasonable approximations of fair values:

The management assessed that cash and cash equivalents trade receivables trade payables bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is shownat the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The fair values of the quoted securities and bonds are based on price quotations at the reporting date. The fair value of unquoted instrumentsis based on NAV as per latest financials of the respective company.Other financial liabilitiesas well as other non-current financial liabilities is based on carrying value and obligations under finance lease is estimated by discounting future cash flows using rates currently available for debt on similar terms credit risk and remaining maturities. The Company follows “FIFO” method for calculating the profit/loss on sale of investments.

Note No 37: Impact of COVID-19 on Going Concern Assumption

The Company has taken into account the possible impact of known events arising out of COVID 19 pandemic in the preparation of financial statements. The Company will continue to monitor for any material changes in future economic conditions. In the opinion of the Company, there will be no impact of COVID 19 on Going Concern Assumption in the present ongoing scenario.

Note No38: Financial risk management.

Risk management framework

The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the risks that it is exposed to. The objective of its risk management frame work is to ensure that various risks are identified measured and mitigated and also that policies procedures and standards are established to address these risks and ensure a systematic response in the case of crystallization of such risks.

The Company has exposure to the following risk arising from financial instruments:

i. Credit risk

ii. Liquidity risk

iii. Market risk

The Company has established required policies with respect to such risks which set forth limits mitigation strategies and internal controls to be implemented. The Board oversees the Company’s risk managementwhich frames and reviews risk management processes and controls.

i. Credit risk:

It is risk of financial loss that the Company will incur a loss because its customer or counterparty to financial instruments fails to meet its contractual obligation.

The Company’s financial assets comprise of Cash and bank balance Stock-in-trade Trade receivables Loans Investments and Other financial assets.

The maximum exposure to credit risk at the reporting date is primarily from Company’s trade receivables.

Trade Receivables: The Company has followed simplified method of ECL in case of Trade receivables and the Company recognises lifetime expected losses for all trade receivables that do not constitute a financing transaction. At each reporting date the Company assesses the impairment requirements.

Other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks of high standing. Investments comprise of quoted

and unquoted Equity instruments bonds and mutual funds which are market tradable. Other financial assets include deposits for assets acquired on lease.

ii. Liquidity risk

Liquidity represents the ability of the Company to generate sufficient cash flow to meet its financial obligations on time both in normal and in stressed conditions without having to liquidate assets or raise funds at unfavorable terms thus compromising its earnings and capital.

Liquidity risk is the risk that the Company may not be able to generate sufficient cash flow at reasonable cost to meet expected and / or unexpected claims. It arises in the trading and investment activities and in the management of trading positions. The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount in excess of expected cash outflow on financial liabilities.

Funds required for short period is taken care by borrowings through overdraft facility against fixed deposits with the bank.

iii. Market risk

Market risk arises when movements in market factors (foreign exchange rates interest rates credit spreads and equity prices) impact the Company’s income or the market value of its portfolios. The Company in its course of business is exposed to market risk due to change in equity prices interest rates and foreign exchange rates. The objective of market risk management is to maintain an acceptable level of market risk exposure while aiming to maximize returns. The Company classifies exposures to market risk into either trading or non-trading portfolios. Both the portfolios are managed using the following sensitivity analyses:

i) Equity price Risk

ii) Interest Rate Risk

iii) Currency Risk

i) Equity price Risk

The Company’s exposure to equity price risk arises primarily on account of its investment positions.

The Company’s equity price risk is managed in accordance with its Corporate Risk and Investment policy (CRIP) approved by the board. The board specifies exposure limits and risk limits for the investments in equity.

ii) Interest Rate Risk

The Company’s exposure to interest rate risk arises primarily on account of its amount given on loan and the surplus funds kept as deposits with the banks.

The Company’s interest rate risk is managed in accordance with its policy approved by its board.

The non-traded Financial Assets and liabilities are fixed rate instruments and are valued at amortised cost. Any shifts in yield curve will not impact on their carrying amount and will therefore not have any impact on the Company’s statement of profit and loss.

iii) Currency Risk /foreign exchange Risk

There is no exposure to currency risk as there is no position of the company stands in exchange traded currency derivatives.

Note No 39: Employees Benefits

i. Defined Contribution Plans:

Amount of Rs. 29.25 lakhs (Rs.21.18 lakhs for the financial year 20212022) contributed to provident funds is recognized as an expense under ‘Employee Cost in the Statement of Profit and Loss.

ii. Defined Benefit Plans

a) Funded:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last drawn salary) for each completed year of service. The gratuity plan is funded with LIC.

The following table summarizes the components of net expenses for gratuity benefits recognized in the statement of profit and loss other comprehensive income and the amounts recognized in the balance sheet:

Sensitivity Analysis: Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase rate. The effect of the change in mortality rate is negligible. Please note that the sensitivity analysis presented below may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions may be correlated. The results of sensitivity analysis are given below:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

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

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and investment in private equity funds, real estate funds.

ii Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include :

• Quoted equity investments - Quoted closing price on stock exchange

• Mutual fund - net asset value of the scheme

• Alternative investment funds - net asset value of the scheme

• Unquoted equity investments - NAV on the last audited financials available of the companies.

• Private equity investment fund - NAV of the audited financials of the funds.

• Real estate fund - net asset value, based on the independent valuation report or financial statements of the company income approach or market approach based on the independent valuation report.

iii. Financial instruments not measured at fair value

Financial assets not measured at fair value includes cash and cash equivalents, trade receivables, loans and other financial assets.

These are financial assets whose carrying amounts approximate fair value, due to their short-term nature.

Additionally, financial liabilities such as trade payables and other financial liabilities are not measured at FVTPL, whose carrying amounts approximate fair value, because of their short-term nature.

Fair value measurements using significant unobservable inputs (level 3)

Note No 42: Tax Expense

The Company pays taxes according to the rates applicable in India. Most taxes are recorded in the income statement and relate to taxes payable for the reporting period (current tax), but there is also a charge or credit relating to tax payable for future periods due to income or expenses being recognised in a different period for tax and accounting purposes (deferred tax). The Company provides for current tax according to the tax laws of India using tax rates that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns in respect of situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is recognised when it is considered recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying temporary differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the temporary differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

The Taxation Laws (Amendment) Ordinance, 2019 contain substantial amendments in the Income Tax Act 1961 and the Finance (No.2) Act, 2019 to provide an option to domestic companies to pay income tax at a concessional rate. The Company has elected to opt the amended tax regime w.e.f. the financial year 2019-20.

# Rental income recognised by the Company is included in ,”Other income” as Rental income from Investment properties PI. refer Note no: 25 - Other Income.

@ Rental Income from investment property includes Rs 0.08 lakhs as income, recognised on interest free security deposit received from lessee, as per relevant accounting standard.

(iv) Fair Value Heirarchy:

The fair values of the investment properties as mentioned in (ii) above is based on valuations performed by valuer Er. B. P. Singh, an approved valuer from government of India (Income Tax- CBDT). The valuation of land has been done by the valuer on the basis of market value of property considering the location, size of plot, civic amenities available near the land. Further valuation of building has been done by applying the rate for market plinth area for industrial property/ construction rate of CPWD as far a possible for similar property in Delhi & around Delhi.

(v) Leasing arrangements

Investment properties are leased out to tenants under operating lease. Disclosure of future rent receivable is included in Note No 52: Disclosure under Ind As 116 Lease.

(vi) Contractual obligations

The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop the investment property. However, the responsibility for its repairs and maintenance is with the Company.

Note No 52: Disclosure under Ind As 116 Lease:

Leases

1 Company as a lessee:

The Company has taken premises on operating lease for the period which ranges from 11 months to 36 months with an option to renew the lease by mutual consent on mutually agreeable terms.

- The Company has applied the exemptions not to recognise right-of-use assets and liabilities for lease with less than 12 months of term lease.

Note No: 53: Intangible Assets under Development Ageing Schedule

There are no intangible assets under development as on 31^st March 2023 as well as 31^st March 2022.

Note No 54: Subsequent events:

There were no significant events after the end of the reporting period which require any adjustment or disclosure in the financial statements other than as stated below:

i) The Board of Directors at its meeting held on 27^th May 2023 has proposed a Dividend of Rs. 1.50 per equity share i.e., 15% on face value of Rs.10/-per equity share, for the financial year ended 31-March 2023, subject to approval of the members of the Company at the forthcoming Annual General Meeting.

Pursuant to the Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the listing regulations, the Book Closure period for the purpose of payment of the dividend to be declared at the 36^th AGM will be from September 23^rd, 2023, to September 29^th, 2023 (both days inclusive).

The dividend, if approved, will be paid on or before 29-October-2023 subject to deduction of tax at source as per the applicable rate(s), to the members whose name stand in the register of members on the cutoff date ratified for this purpose.

ii) The Board of Directors at its meeting held on 27^th May 2023 has approved the closure of the Buyback pursuant to the terms of the Public Announcement, with effect from Monday, 29th May 2023.

Note No 55: Segment reporting:

The Company is primarily engaged in the single segment i.e., in the business of investment & Sale/Purchase of Shares/Securities & Derivatives. As such the Company’s financial statements are largely reflective of the investment business. There are no separate reportable segments identified as per the Ind AS 108 - Operating segments. Further the Company does not have any reportable geographical segment. Hence segment-wise reporting has not been made.

i) During the financial years ended March 31,2023, and March 31,2022, the company has not revalued its Property, Plant and Equipment.

ii) All the lease agreements are duly executed in favor of the Company for properties where the Company is the lessee.

iii) During the financial years ended March 31,2023, and March 31,2022, the company has not revalued its intangible assets.

iv) The Company has been sanctioned working capital limits from Banks/financial institutions on the basis of security of Company’s own fixed deposits.

Therefore, during the financial years ending March 31,2023, and March 31,2022, the company is not required to file the Quarterly return/ statements of current assets with banks and financial institutions.

v) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with companies (Restriction on number of layers) rule 2017.

vi) During the financial years ended March 31,2023, and March 31,2022,no Scheme of Arrangements related to the company has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

vii) Utilisation of Borrowed funds and share premium: -

a. The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or other kind of funds) to any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

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

ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b. The Company has not received any funds (which are material either individually or in the aggregate) from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall:

i. directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

ii. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

viii) No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as at 31 March 2023 and 31 March 2022.

ix) The Company has not been declared willful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India, during the year ended 31 March 2023 and 31 March 2022.

x) There is no creation or satisfaction of charges which are pending to be filed with ROC as at 31 March 2023 and 31 March 2022.

xi) The Company has not traded or invested in Crypto currency or Virtual currency during the financial years ended March 31,2023, and March 31,2022.

xii) The Company does not have any transactions 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). No previously unrecorded income and related assets have been recorded in the books of account during the year.

xiii) The auditors have expressed an unmodified opinion on the standalone financial statements of the Company for the financial years ended March 31, 2023, and March 31,2022.

xiv) There are no items of income and expenditure of exceptional nature for the financial years ended March 31,2023, and March 31,2022.

xv) The corporate governance report containing composition and category of directors, shareholding of non-executive directors is part of the annual report for the financial year ended March 31,2023.

Note No 57: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure and rounding off errors have been ignored.

Note No 58: The amounts reflected as “0” or “ - ” in the financial information are values with less than rupees five hundred.

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Mar 31, 2018

1. NOTES FORMING PART OF FINANCIAL STATEMENT

1. a) Contingent Liability:- NIL.

b) Estimated amount of contracts remaining to be executed on Capital Account: Rs.68.71 lakhs.

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances :

Bank Deposits include fixed deposits of Rs.1,06,98,964/- (Previous Year -Rs.1,05,95,935/-) pledged with the banks as security for availing overdraft facilities.

4. Quantitative details of shares/liquid funds/commodities in units/lots as detailed below:

6. Interest Receipts (Gross) Rs.3,21,19,665/-(inclusive of interest of Rs.9,68,631/-on Fixed Deposits, Rs.17,32,941/-on margin money with share brokers, interest on Tax Free bonds of Rs.2,82,15,006/- and other interest received of Rs.12,03,086/-) (Previous Year Rs. 3,15,08,756/-, inclusive of interest of Rs.10,60,044/- on Fixed Deposits and Rs.41,46,367/-on margin money with share brokers, interest on Tax Free bonds of Rs.2,62,13,595/- and other interest received of Rs.88,750/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.3,56,781/-(Previous Year Rs. 5,20,641/-).

7. In the opinion of the Management, Current Assets, Loans and advances have the value on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

9. Related Party Disclosure :

Followings are the related parties:-

Subsidiaries: - VLS Securities Ltd. (99.67%) and VLS Asset Management Ltd

(99.15%),

Key Managerial Personnel: - 1) Shri M.P. Mehrotra (Executie Vice Chairmain)

2) Shri S.K.Agarwal (Managing Director)

3) Shri K.K.Soni (Director Finance & CFO)

4) Shri H Consul, Company Secretary Associates:- (as defined in the Companies Act 2013) 1) VLS Capital Ltd

2) Sunair Hotels Ltd

3) BMS IT Institute Private Ltd.

12. Expenditure in Foreign Exchange: - Nil

13. A non-interest bearing amount of Rs.9,36,594/- (maximum amount outstanding during the year is Rs.9,36,594/-) is due from VLS Asset Management Ltd., the subsidiary of the Company.

14. Accounting Standard (AS -17) relating to “Segment Reporting” has been complied with. The gross operating income and profit from the other segment is below the norms prescribed in AS-17, hence separate disclosure has not been made.

15. As per Accounting Standard 15 “Employee benefits”, the disclosures as defined in the Accounting Standard are given below:-

Defined Contribution Plans

Contribution to Defined Contribution Plans, recognized as expense for the year is as under :-

Defined Benefit Plans

A) Disclosure required under Accounting Standard 15 - Employee Benefits.-Gratuity

(a) Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 5 years of service. The Gratuity plan for the Company is a defined contribution plan where annual contributions as demanded by the insurer are deposited.

I) Reconciliation of opening and closing balance of the present value of obligation

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

17. Provision for non-performing assets/diminution in value of assets of Rs. 6,00,00,000/- has been made during year and provision Rs.121,220/-is being written back on non-performing assets/diminution in value of assets (Previous Year: Provision for non-performing assets/diminution in value of assets of Rs. 11,50,00,000/- has been arrived after netting off of Rs.13,50,00,000/- being excess provision written back of non-performing assets/diminution in value of assets.)

18. After coming into effect of the Companies Act, 2013, the definition of “Associate” covers a Company or Companies in which the Company holds not less than 20% of the Total Share Capital of that company or those companies irrespective of whether they are in the same group or not. Hence, Sunair Hotels Ltd. and BMS IT Institute Private Ltd which are presently not in the same group have been considered as Associate. Even though the company is in litigation with these companies, in the opinion of the Company, there is no adverse impact of such litigation on investments/ advances made by it in these associates.

19. Bad Debts written off / Bad Debts recovery:-Nil (Previous Year: Bad debts written off of Rs.75,89,871 is net off of bad debts recovery of Rs.24,10,129)

20. Notes 1 to 23 form an integral part of financial statements.

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

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Mar 31, 2016

1. NOTES FORMING PART OF FINANCIAL STATEMENT

1. Contingent Liability:- NIL.

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances :

Bank Deposits include fixed deposits of Rs.1,04,95,167/- (Previous Year -Rs.1,12,83,196/-) pledged with the banks as security for availing overdraft facilities.

6. Interest Receipts (Gross) Rs.84,84,401/-(inclusive of interest of Rs.12,93,639/- on Fixed Deposits and of Rs.59,71,809/- on margin money with share brokers and other interest received of Rs.12,18,953/-) (Previous Year Rs. 75,42,374/-, inclusive of interest of Rs.31,59,164/- on Fixed Deposits and Rs.42,51,498/-on margin money with share brokers and other interest received of Rs.1,31,712/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.8,37,661/- (Previous Year Rs. 7,49,332/-).

7. The Current Assets, Loans and advances have the value on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

9. Expenditure in Foreign Exchange:-

Foreign Travel Expenses Rs. 3,937/- (Previous year: Foreign Travel Expenses- Rs. 3,51,470) and Subscriptions Rs. 56,935/- ( Previous year: Rs. 47,179)

10. A non interest bearing amount of Rs. 9,29,010/- (maximum amount outstanding during the year is Rs.9,29,010/-) is due from VLS Asset Management Ltd., the subsidiary of the Company.

11. Accounting Standard (AS -17) relating to “Segment Reporting” has been complied with. The gross operating income and profit from the other segment is below the norms prescribed in AS-

12, hence separate disclosure has not been made.

13. As per Accounting Standard 15 “Employee benefits”, the disclosures as defined in the Accounting Standard are given below:-

Defined Benefit Plans

A) Disclosure required under Accounting Standard 15 - Employee Benefits.- Gratuity

(a) Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/ resignation. The benefit vests on the employee completing 5 years of service. The Grautity plan for the Company is a defined contribution plan where annual contributions as demanded by the insurer are deposited.

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

14. Bad Debts recovery of Rs.41,17,000/- is net of bad debts written off of Rs. NIL (Previous year: Bad Debts recovery of Rs.19,95,000/- is net of bad debts written off of Rs.20,05,000/-)

15. After coming into effect of the Companies Act, 2013, the definition of “Associate” covers a Company or Companies in which the Company holds not less than 20% of the Total Share Capital of that company or those companies irrespective of whether they are in the same group or not. Hence, Sunair Hotels Ltd. and BMS IT Institute Private Ltd which are presently not in the same group, have been considered as Associate. Even though the company is in litigation with these companies, in the opinion of the Company, there is no adverse impact of such litigation on investments/advances made by it in these associates.

16. Notes 1 to 24 form an integral part of financial statements.

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

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Mar 31, 2015

1. Contingent Liability:- NIL.

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances include

Bank Deposits include fixed deposits of Rs.1,12,83,196/- (Previous Year – Rs.2,11,75,099/-) pledged with the banks as security for availing overdraft facilities.

4. In view of the requirements of Schedule II of the Companies Act 2013, depreciation for the year has been provided based on the lives prescribed under the schedule II. Further in view of transitional provision of the Schedule II, a sum of Rs.1,16,437 has been adjusted in retained earnings on account of those assets whose useful life was nil as on 31st March 2014 as per the provisions of Schedule II. Further due to applicability of schedule II during the year, the depreciation for the year is higher by Rs. 4,22,135/-

5. Interest Receipts (Gross) Rs.75,42,374/-(inclusive of interest of Rs.31,59,164/- on Fixed Deposits and of Rs.42,51,498/- on margin money with share brokers and other interest received of Rs. 1,31,712/-) (Previous Year Rs. 1,76,17,281/-, inclusive of interest of Rs.81,46,851/- on Fixed Deposits and Rs.90,20,938/-on margin money with share brokers and other interest received of Rs.4,49,492/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.7,49,332/- (Previous Year Rs. 17,58,779/-).

6. The Current Assets, Loans and advances have the value on realization in the ordinary course of business at least equal to the amount at which they are stated.

7. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

8. Expenditure in Foreign Exchange:–

Foreign Travel Expenses Rs. 3,51,470/- (Previous year: Foreign Travel Expenses- Rs. 1,75,216) and Subscriptions Rs.47,179 ( Previous year: Rs.NIL)

9. A non interest bearing amount of Rs. 9,24,336/- (maximum amount outstanding during the year is Rs.9,24,336/-) is due from VLS Asset Management Ltd., the subsidiary of the Company.

10. Accounting Standard (AS -17) relating to "Segment Reporting" has been complied with. The gross operating income and profit from the other segment is below the norms prescribed in AS-17, hence separate disclosure has not been made.

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

11. Provision for non-performing assets of Rs. NIL/- is net off of Rs.20,05,000/- being excess provision written back of Non-performing assets/diminution in value of assets. (Previous year: Provision for Non- performing assets of Rs. 59,75,970/- is net off of Rs.30,24,030/- being excess provision written back of Non-performing assets/diminution in value of assets).

12. In respect of office premise acquired earlier, for which possession has already been taken by the Company, the registration formalities are yet to take place.

13. Bad Debts recovery of Rs.19,95,000/- is net of bad debts written off of Rs.20,05,000/- (Previous year: Bad Debts written off is Rs. 21,24,030/-).

14. After coming into effect of the Companies Act, 2013, the definition of "Associate" covers a Company or Companies in which the Company holds not less than 20% of the Total Share Capital of that company or those companies irrespective of whether they are in the same group or not. Hence, Sunair Hotels Ltd. and BMS IT Institute Private Ltd which are presently not in the same group, have been considered as Associate. Even though the company is in litigation with these companies, in the opinion of the Company, there is no adverse impact of such litigation on investments/advances made by it in these associates.

15. Notes 1 to 23 form an integral part of financial statements.

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

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Mar 31, 2014

COMPANY OVERVIEW

The company is a public limited company registered under the Companies Act, 1956 and is listed on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE), Calcutta Stock Exchange and Madras Stock Exchange. The company was Non-Banking Finance Company (NBFC) duly registered with Reserve Bank of India. The NBFC Certificate of Registration (CoR) with Reserve Bank of India (RBI) has voluntarily been surrendered by the Company during the year under review which has been accepted by RBI vide its letter dated 13/02/2014 w.e.f. 29/01/2014. The Company had applied for membership of Bombay Stock Exchange (BSE) during the year under review and the same has been approved by BSE vide letter dated 14/05/2014. The SEBI Registration Certificate in connection thereto is awaited.

1. Contingent Liability:- NIL.

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances include

Bank Deposits include fixed deposits of Rs.2,11,75,099/- (Previous Year – Rs.3,86,76,747/-) pledged with the banks as security for availing overdraft facilities.

4. As for most part of the year under review, the Company was NBFC, the Company has followed the applicable Guidelines issued by the Reserve Bank of India to all Non-Banking Financial Companies regarding Capital Adequacy, Asset Classification, provisioning for and income recognition on non-performing assets.

5. Additional information pursuant to the provision of paragraphs 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956

6. Interest Receipts (Gross) Rs.1,76,17,281/-(inclusive of interest of Rs.81,46,851/- on Fixed Deposits and of Rs.90,20,938/- on margin money with share brokers and other interest received of Rs.4,49,492/-) (Previous Year Rs. 1,79,47,838/-, inclusive of interest of Rs.35,45,052/- on Fixed Deposits and Rs.1,42,19,788/- on margin money with share brokers and other interest received of Rs.1,82,998/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.17,58,779/- (Previous Year Rs. 17,92,451/-).

7. The Current Assets, Loans and advances have the value on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

9. Related Party Disclosure Followings are the related parties:- Subsidiaries: - VLS Securities Ltd. (99.67%) and VLS Asset Management Ltd (99.15%),

Key Managerial Personnel:- 1) Shri S.K.Agarwal (Managing Director) 2) Shri K.K.Soni (Director Finance & CFO)

Associates: - South Asian Enterprises Ltd.

Summary of transactions with the above related parties is as follows:-

10. Expenditure in Foreign Exchange:–

Foreign Travel Expenses Rs. 1,75,,216/- (Previous year Rs. 41,588).

11. A non interest bearing amount of Rs. 9,19,595/- (maximum amount outstanding during the year is Rs.9,18,572/-) is due from VLS Asset Management Ltd., the subsidiary of the Company.

12. The Company remained an NBFC far most past of the year under review and was mainly engaged in finance business including dealing through stock Exchanges and Commodity Exchanges. As activities of the Company far most part of the year related to the finance business, there are no separate segments for reporting as per the Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India.

Defined Benefit Plans

A) Disclosure required under Accounting Standard 15 - Employee Benefits.- Gratuity

(a) Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 5 year of service. The Grautity plan for the Company is a defined contribution plan where annual contributions as demended by the insurer are deposited.

Note:

Actuarial valuation has been taken as per Certificate issued by Registered Actuary. Till previous year, it was based on Certificate issued by LIC

13. Disclosure required under Accounting Standard 15 - Employee Benefits.

The liability of Leave Encashment benefit is provided for on actuarial valuation using Projected Unit Credit method. The disclosure as required under AS 15 regarding the Company''s Leave encashment benefit plan is as follows:-

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

14. Provision for non-performing assets of Rs. 59,75,970/- is net off of Rs.30,24,030/- being excess provision written back of Non-performing assets/ diminution in value of assets. (Previous year: Provision for Non-performing assets written back of Rs.3,42,120/- is net off of Rs.10,00,000/- being provision for Non- performing assets/diminution in value of assets).

15. In respect of office premise acquired earlier, for which possession has already been taken by the Company, the registration formalities are yet to take place.

16. Bad Debts written off during the year is Rs. 21,24,030/-(Previous year: Bad Debts recovery of Rs.1,32,880/- is net of bad debts written off of Rs.10,67,120).

17. Schedule to the Balance sheet of a non-deposit taking Non-Banking Financial Company, as required in terms of Paragraph 13 of Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 has not been annexed with the Balance sheet as on 31/03/2014 as the Company has voluntarily surrendered the NBFC Certificate of Registration (CoR) during the year under review which has been accepted by RBI vide its letter dated 13/02/2014 w.e.f. 29/01/2014. In view of this, Statutory Reserve u/s 45IC of the RBI Act, 1934 has not been created and Contingent Provisions against Standard Assets as per relevant guidelines of RBI has not been made in the financial statements.

18. During the year, 11,32,983 Fully Paid-up Equity Shares of Rs.10/-each have been bought back by the Company from the existing share holders at a price of Rs.14.50 per share and the Paid up Capital of the Company got reduced by Rs.1,13,29,830/-.

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

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Mar 31, 2013

1. Contingent Liability:- NIL.

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances include

(a) Share Transfer Stamps of Rs. Nil/- (Previous Year Rs.1,416/-).

(b) Bank Deposits include fixed deposits of Rs.3,86,76,747/- (Previous Year - Rs.10,83,548/-) pledged with the banks as security for availing overdraft facilities.

4. The Company has followed the applicable Guidelines issued by the Reserve Bank of India to all Non-Banking Financial Companies regarding Capital Adequacy, Asset Classification, provisioning for and income recognition on non-performing assets.

5. Additional information pursuant to the provision of paragraphs 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956

6. Interest Receipts (Gross) Rs.1,79,47,838/-(inclusive of interest of Rs.35,45,052/- on Fixed Deposits and of Rs.1,42,19,788/- on margin money with share brokers and other interest received of Rs.1,82,998/-) (Previous Year Rs. 4,77,94,903/-, inclusive of interest of Rs.1,60,84,983/- on Fixed Deposits and Rs.3,16,77,569/- on margin money with share brokers and other interest received of Rs.32,351/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.17,92,451/- (Previous Year Rs. 47,77,056/-).

7. The Current Assets, Loans and advances have the value on realization in the ordinary course of business at least equal to the amount at which they are stated.

8. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

9. Related Party Disclosure Followings are the related parties:-

Subsidiaries: - VLS Securities Ltd. (99.67%) and VLS Asset Management Ltd (99.15%), Key Managerial Personnel: - Shri S.K.Agarwal (Managing Director)

Associates: - South Asian Enterprises Ltd.

Summary of transactions with the above related parties is as follows:-

10. Expenditure in Foreign Exchange:-

Foreign Travel Expenses Rs. 41,588/- (Previous year Rs 5,87,906).

11. A non interest bearing amount of Rs. 9,18,572/- (maximum amount outstanding during the year is Rs.9,18,572/-) is due from VLSAsset Management Ltd., the subsidiary of the Company.

12. The Company being a Non-Banking Financial Company is mainly engaged in finance business including dealings through Stock and Commodity Exchanges. As all activities of the Company are covered under finance business; there are no separate segments for reporting as per the Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India.

13 (a) Schedule to the Balance sheet of a non-deposit taking Non-Banking Financial Company

[as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies. Prudential Norms (Reserve Bank) Directions, 2007]

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economnic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

14. Allowance for Non-performing assets written back of Rs. 3,42,120/- is net off of Rs.10,00,000/- being allowance of Non-performing assets/diminution in value of assets. (Previous year: Allowance for Non-performing assets of Rs.22,624/- is net off of Rs.10,57,376/- being excess allowance written back in the value of Non-performing assets).

15. In respect of office premise acquired earlier, for which possession has already been taken by the Company, the registration formalities are yet to take place.

16. Bad Debts recovery of Rs.1,32,880/- is net of bad debts written off of Rs.10,67,120/- (Previous year: Bad Debts written off Rs.57376/-)

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

18. Notes 1 to 22 form an integral part of financial statements.

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Mar 31, 2012

1. Contingent Liability:- NIL.

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances include

(a) Share Transfer Stamps of Rs. 1,416/- (Previous Year Rs.1,416/-).

(b) Bank Deposits include fixed deposits of Rs.10,83,548/-(Previous Year - Rs.21,74,95,000/-) pledged with the banks as security for availing overdraft facilities.

4. The Company has followed the applicable Guidelines issued by the Reserve Bank of India to all Non-Banking Financial Companies regarding Capital Adequacy, Asset Classification, provisioning for and income recognition on non-performing assets.

5. Interest Receipts (Gross) Rs.4,77,94,903/-(inclusive of interest of Rs.1,60,84,983/- on Fixed Deposits and of Rs.3,16,77,569/- on margin money with share brokers and other interest received of Rs.32,351/-) (Previous Year Rs. 5,25,59,993/-, inclusive of interest of Rs.1,31,65,975/- on Fixed Deposits and Rs.3,93,55,549/- on margin money with share brokers and other interest received of Rs.38,469/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.47,77,056/- (Previous Year Rs. 52,52,158/-).

6. The Current Assets, Loans and advances have the value on realization in the ordinary course of business at least equal to the amount at which they are stated.

7. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

8. Related Party Disclosure Followings are the related parties:-

Subsidiaries: - VLS Securities Ltd. (99.67%) and VLS Asset Management Ltd (99.15%), Key Managerial Personnel: - Shri S.K.Agarwal (Managing Director)

Associates: - South Asian Enterprises Ltd.

9. Expenditure in Foreign Exchange:-

Foreign Travel Expenses Rs.5,87,906/- (Previous year Rs 27,56,104).

10. A non interest bearing amount of Rs. 9,17,551/- (maximum amount outstanding during the year is Rs.9,17,551/-) is due from VLS Asset Management Ltd., the subsidiary of the Company.

11. The Company being a Non-Banking Financial Company is mainly engaged in finance business including dealings through Stock and Commodity Exchanges. As all activities of the Company are covered under finance business; there are no separate segments for reporting as per the Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India.

12 (a) Schedule to the Balance sheet of a non-deposit taking Non-Banking Financial Company

[as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007]

Defined Benefit Plans

A) Disclosure required under Accounting Standard 15 - Employee Benefits.- Gratuity

(a) Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/ resignation. The benefit vests on the employee completing 5 years of service. The Gratuity plan for the Company is a defined contribution plan where annual contributions as demanded by the insurer are deposited.

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

13. Allowance for Non-performing assets of Rs. 22,624/- is net off of Rs.10,57,376/- being excess allowance written back in the value of Non-performing assets. (Previous year: Allowance for Non-performing assets of Rs.15,00,000/- is net off of Rs.10,00,000/- being excess allowance written back in the value of Non-performing assets).

14. In respect of office premise acquired earlier, for which possession has already been taken by the Company, the registration formalities are yet to take place.

15. The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

16. Notes 1 to 24 form an integral part of financial statements.

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Mar 31, 2010

1. Contingent Liability:- Nil

2. In some cases balances in the accounts of Debtors, Loans and Advances, Other Current Assets and Creditors are subject to confirmation by the respective parties.

3. Cash & Bank Balances include

(a) Share Transfer Stamps of Rs. 1,416/- (Previous Year Rs.1,416/-).

(b) Bank Deposits include fixed deposits of Rs. 10,56,00,000/- (Previous Year – Rs.12,71,277/-) pledged with the banks as security for overdraft facilities.

4. The Company has followed the applicable Guidelines issued by the Reserve Bank of India to all Non-Banking Financial Companies regarding Capital Adequacy, Asset Classification, provisioning for and income recognition on non-performing assets.

5. Interest Receipts (Gross) Rs.6,81,62,628/-(inclusive of interest of Rs.66,86,772/- on Fixed Deposits and of Rs.6,07,59,761/- on margin money with share brokers and other interest received of Rs.7,16,095/-) (Previous Year Rs. 4,16,56,649/-, inclusive of interest of Rs.2,25,546/- on Fixed Deposits and Rs.4,14,05,007/- on margin money with share brokers and other interest received of Rs.26,096/-) grouped under Income from Operations includes Tax Deducted at Source amounting to Rs.67,85,853/- (Previous Year Rs. 91,00,492/-).

6. The term of lease agreements in respect of Leased Assets have expired and the assets continue in the possession of lessees. However, the said assets have been included in the block of fixed assets of the Company pending the transfer of titles.

7. Expenditure in Foreign Exchange: - Foreign Travel Expenses Rs. 6,17,574/- (Previous year Rs 12,28,397).

8. A non interest bearing amount of Rs. 9,15,511/- (maximum amount outstanding during the year is Rs.9,15,511/-) is due from VLS Asset Management Ltd., the subsidiary of the Company.

9. The Company being a Non-Banking Financial Company is mainly engaged in finance business including dealings through Stock and Commodity Exchanges. As all activities of the Company are covered under finance business; there are no separate segments for reporting as per the Accounting Standard AS-17 issued by the Institute of Chartered Accountants of India.

10. Outstanding derivatives contracts at the year end are of Rs. Nil (Previous year Rs. 1,35,68,625/-). The loss on these derivatives have been provided for.

11. The assets of VLS Investments Inc., Delaware, USA, a wholly owned subsidiary of the Company, have been realized and the cash in hand of US$ 365 was utilized for meeting the dissolution expenses of the said subsidiary. The process of dissolution of the said subsidiary is in progress as no assets and liabilities of the same are left as on 31-03-2010.

12 Disclosure required under Accounting Standard 15 - Employee Benefits.

(a) Gratuity (being administered by a Trust) is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 5 years of service. The Gratuity plan for the Company is a defined contribution plan where annual contributions as demanded by the insurer are deposited.

The amount recognised as expenses for this defined contribution plan in the financial statement is Rs. 1,22,494/- (Previous year: Rs.4,25,516/-) which includes Rs.23,408/- (Previous year: Rs.83,082/-) towards contribution for key managerial personnel.

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have been considered based on relevant economic factors such as inflation, market growth and other factors applicable to the period over which the obligation is expected to be settled.

13. Provision for Diminution in the value of Investment Rs. 80,000/- is net off of Rs.23,00,000/- being excess provision written back in the value of assets.(Previous year: Provision for Diminution in the value of Investment Rs.1,22,14,494/- is net off of Rs.3,77,85,506/- being excess provision written back in the value of assets ).

14. In respect of office premise acquired earlier, for which possession has already been taken by the Company, the registration formalities are yet to take place.

15. Previous year figures have been regrouped /rearranged wherever necessary.

16. Schedules from 1 to 18 form an integral part of accounts.