18 OTHER NOTES

18.1 The company is in the business of investment and finance and all its activities revolve around this business. As such, there are no separate reportable segments.

18.2 Books of accounts are maintained in electronic mode using an accounting software barring petty cash book which is maintained manually. The features of audit trail are available to the extent of records maintained in said electronic mode.

18.3 Basic and Diluted earnings per share of Rs. 9.39 has been calculated by dividing the net profit after tax i.e. Rs.281.59 Lakhs for the year by the weighted average number of equity shares outstanding during the year i.e. 30 Lakhs shares. (Face value of Rs.10/- each).

18.4 There are no dues payable to Micro, Small & Medium Enterprises as per MSMED Act, 2006, barring the provision of Rs. 0.19 Lakhs (Rs.0.14 Lakhs) payable to auditors (MSME entity) for audit services - which is paid after the end of accounting period.

18.5 Balance with bank in current accounts is after reconciliation of bank accounts with financial records.

18.6 All loans given are in India and are to medium size business houses. There are no loans to any Government entities. Loans include Rs. NIL (Previous year Rs.80 Lakhs) Inter Corporate Deposit (ICD) classified as Other Loans. These loans have been fully recovered during the year. Interest has not been received and has not been provided for such loans.

18.7 All investments are in India. There is no impairment provision balance on investments as on 31-03-2024 and 31-03-2023. Equity shares & securities (quoted) includes Rs. 21.45 Lakhs (Previous Year - Nil) as pledged securities for meeting stock exchange payment schedules by brokers.

18.8 Other Financial Assets comprises balances with stock brokers which are appropriated for investing in shares & securities.

18.9 Investments in Properties are paid to the extent of amount due and payable as per the terms of purchase and progress of construction. Rental Income derived and direct operating expenses pertaining to investment property during the year- Nil. All properties are in India. Fair value of investment property based upon estimate and market trends- as on 31-03-2024-Rs.120 on 31-03-2023- Rs. 275 (Rs.in Lakhs). Title deeds of all immovable properties of the company are held in the sole name of the company. There are no joint / co-holders of such properties. The company has not made any revaluation of its properties.

18.10 Details of Equity Share Capital

a. Rights, preferences and restrictions attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of Rs.10 entitling the holder to one vote per share. Right to receive dividend on equity shares may be approved by the Board / Annual General Meeting. The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013. Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.

b. Shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment, including the terms and amounts: NIL Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash, Aggregate number and class of shares allotted as fully paid up by way of bonus shares, and aggregate number and class of shares bought back during the period of five years immediately preceding the date as at which the Balance Sheet is prepared: NIL There was no change in the number of shares outstanding between 01/04/2023 and 31/03/2024.

c. Shareholders holding more than 5% shares in the company, their number of shares and percentage of holding in total equity- held as on , 31/03/2024 and 31/03/2023: Bombay Mercantile & Leasing Co Ltd- 10,25,398 shares (34.18%), Saas Commerce LLP - 3,75,000 (12.50%) and Ashok Tulsyan (HUF)- 6,00,000 (20.00%).

d. Shares held by promoters at the end of the year - Name of the Promoter - Number of Shares and Percentage of Total Shareholdings: - 1. Ashok Tulsyan HUF - 600000 shares - 20% 2. Ashok Kumar Tulsyan - 157600 shares - 5.25% 3. Sanju Tulsyan - 63900 shares - 2.13% -4. Anuja Tulsyan - 1000 shares - 0.03% 5. Sneha Tulsyan - 1000 shares - 0.03% 6. Bombay Mercantile & Leasing Company Limited -1025398 shares - 34.18% 7. Saas Commerce LLP - 375000 shares - 12.50 % 8. Sita Equity LLP - 15602 shares - 0.52% 9. Tulsyan Products LLP - 10500 shares - 0.35%. Baring a transmission of 27100 shares from account of Late Smt. S D Tulsyan to Mr. Ashok Kumar Tulsyan there has been no changes in shareholding of promoters during the year.

18.11 An amount of Rs.56.50 Lakhs (Rs.9.00 Lakhs) has been classified as Special Reserve out of profit for the year ended 31-03-2024 as per RBI guidelines which provides for a transfer to such special reserve.

18.12 The company has earned all revenue from Interest income in India. All financial assets, including loans and investments, are held in India. There has been no transaction in foreign currencies during the current and previous period. Interest Income includes interest on loans Rs. in Lakhs - Rs.26.63 (Rs.21.93 ) and interest on Investments Rs.20.85 (Rs.16.38 ) -.

18.13 All dividend income has been received in India and includes Rs.0.91 Lakhs (Pervious Year NIL) dividend exempt from Income Tax.

18.14 Net Gain/(Loss) on Fair Value Changes on Financial Instruments in the form of Investments and Investment Property through Profit and Loss (FVPTL)does not include income from dividend which has been separately disclosed.

18.15 Impairment of Financial Instrument comprises of bad debt written off in books of account as irrecoverable from borrowers amounting to Rs. Nil ( Previous Year - Rs. 7 Lakhs).

18.16 The provisions of retirement benefits, ESI, provident fund and gratuity benefits for employees are not applicable to the company for the period.

18.17 Detail of Other Expenses - Directors fees, allowance and expenses are sitting fee paid to Independent Directors. Auditors Remuneration includes (Rs. in Lakhs) - Rs.0.35 (Rs.0.35) for Statutory Audit fees, Rs. 0.12 (Rs.Nil) for Other services and Rs.0.05 (Rs.0.05) for Internal audit fees paid to internal auditors.

18.19 Related Party T ransactions entered into during the year

Related Parties

Directors- Mr. Ashok Tulsyan, Mrs. Sanju Tulsyan and Mrs. Sneha Tulsyan.

Independent Directors- Mr. S. Rathi and Mr. .Mukesh Sarswat.

Key Managerial Personnel- CFO: Mr. V K Vora, Company Secretary & Compliance Officer: Mrs. Shweta Mehta.

Transactions (Amounts are in Rs. Lakhs. Figures in brackets are for the previous year.)

Sitting fees paid Rs. 0.60 (Rs. 0.60) paid to Independent Directors.

Remuneration to Key Managerial Personnel paid Rs. 5.85 (Rs. 5.54).

Directors- Balance as at - the beginning of the year - Nil (Nil), Advances received by the company during the year : Rs. 12.70 (Rs. 9.70), Repayment made during the year : Rs. 12.70 (Rs. 9.70) and Balance as at - the end of the year Nil (Nil).

18.20 Financial RiskManagement and Policies

The Company’s principal financial liabilities comprise trade and other payables which are quite minuscule. The Company’s principal financial assets include investments, loans and cash and cash equivalents that derive directly from its operations. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s management oversees the management of these risks.

a. Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and prepayment risk. Financial instruments affected by market risk include loans and borrowings, deposits, other financial instruments.

Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair value of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that future cash flows of floating interest bearing investments will vary because of fluctuations in interest rates.The Company’s exposure to the risk of changes in market interest rates is not significant as there are no borrowings.

Foreign currency risk:

The Company does not enter into transactions in currency other than its functional currency and it is therefore not exposed to foreign currency risk.

Prepayment risk

Prepayment risk is the risk that the Company will incur a financial loss because its customers and counterparties repay or request repayment earlier than expected particularly in case of fixed rate loans when interest rates fall.

b. CreditRisk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the loans given, investments and balances at bank. The Company measures the expected credit loss of loans based on historical trends, industry practices and the business environment in which the entity operates. The figures before provisions for impairment are:

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18.23 The company has an associate - Bombay Mercantile & Leasing Company Limited (BML) an NBFC operating in Mumbai. The accounts of the associates have not been consolidated as the company (SEL) does not have significant influence over Bombay Mercantile and Leasing Company Ltd. (BML) in terms of provisions of Accounting Standard- Ind AS 28 as there is no- (a) Representation on the board of directors or equivalent governing body of the investee; (b) participation in policy making processes, including participation in decisions about dividends or other distributions ; (c) material transactions between the entity and its investee; (d) interchange of managerial personnel; or (e) provision of essential technical information.

18.24 Master Directions - RBI (NBFC - Scale Based Regulations) 2023 and updated on time to time are applicable to the Company. The company is not required to disclose Risk Weighted Assets and there are no financial liabilities of borrowings. The aggregate financial liabilities on account of sundry payables being negligible - Rs.0.19 Lakhs (Previous Year 0.14 Lakhs). CRAR Ratios and liquidity coverage ratio have not been disclosed.

18.25 During the reporting period the company did not have :- 1. Capital work in progress (CWIP) 2. Intangible assets under development. 3. Working capital / borrowings from banks and financial institutions. 4. Relationship with struck off companies 5. Pending registration of charges or satisfaction with registrar of companies. 6. Requirement of compliance with number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017. 7. Transaction 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. 8. Requirement of disclosures with regards to CSR activities as it is not covered under section 135 of the Companies Act. 9. Any trade or investments in crypto currency / virtual currency. 10. Requirement of Compliance with approved Scheme(s) of Arrangements. 11. Proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made there under.

18.26 During the year the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of Company (ultimate beneficiaries) or (ii) provide any guarantee, security or the like to or behalf of the ultimate beneficiaries.

During the year the Company has not received any fund from any person(s) or entity(entities) including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall (i) directly or indirectly lend or invest in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the funding party (ultimate beneficiaries) or (iii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

18.27 There has been no event after the reporting date that requires disclosure in these financial statements.

18.28 An amount of Rs. 2.5 lakhs (Previous year Rs. 2.5 Lakhs) appearing in the balance sheet as Provision for Standard Assets is Contingent Provision against Standard Assets.

18.29 Timing of Revenue Recognition - Income accounted at point in time Rs. 290.38 Lakhs (Previous Year Rs.46.25 Lakhs) - income accounted over period of time Rs. 26.63 Lakhs (Previous Year Rs. 21.93 Lakhs) .

18.30 Other Income amounting to Rs. 0.10 Lakhs (Previous Year - Nil) is interest received on Income Tax Refund.

18.31 Contingent liabilities and commitments (to the extent not provided for) - Nil - Previous year Rs. NIL