Notes to Accounts of Vardhman Holdings Ltd.

Mar 31, 2023

1. Rights, preference and restriction attached to equity shares

The Company has one class of equity shares having a par value of H 10/- each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

2. Rights, preference and restriction attached to preference shares

The rate of dividend on preference shares will be decided by the Board of Directors as and when issued. Preferential shares as and when issued shall have the cumulative right to receive dividend as and when declared and shall have preferential right of repayment on amount of capital.

Nature and Purposes of Reserves

a. Capital reserve

Capital reserve represents reserve recognised on amalgamation being the difference between consideration amount and net assets of the transferee Company.

b. Capital redemption reserve

Capital Redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a Company''s own shares.

c. Securities premium

Securities premium represents amount of premium recognised on issue of shares to shareholders at a price more than its face value. The reserve can be utilised only for limited purposes in accordance section 52 and other provisions of the Companies Act, 2013.

d. General reserve

General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. General reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies Act, 2013.

e. Statutory Reserve (u/s 45-IC of RBI Act, 1934)

Statutory Reserve is mandatrory reserve to created by NBFC Companies u/s 45-IC of RBI Act, 1934 every year @ 20% of net profit after tax during the year.

f. Retained earnings

Retained earnings are the profits earned till date after transfers to general/other reserves, dividends or other distributions paid to the shareholders. The amount is available for distribution to its equity shareholders.

g. Equity instrument through other comprehensive income

Reserve for equity instruments through other comprehensive income represents the cumulative gains and losses arising on the revaluation of certain equity instruments which the Company has elected to measured at fair value through other comprehensive income. The amount from this reserve is transferred to retained earnings when such equity instruments are derecognised.

24.2 Fair value hierarchy

The fair value of financial instruments have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements)

Level 1:

Quoted prices in an active market: This level of hierarchy includes financial instruments that are measured by reference to quoted prices (unadjusted) in active markets for identical instruments.

Level 2:

Valuation techniques with observable inputs: This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3:

Valuation techniques with unobservable inputs: This level of hierarchy includes instruments measured using inputs that are not based on observable market data (unobservable inputs). Fair value is determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instruments nor based on available market data.

The following methods and assumptions were used to estimate the fair values:

Quoted equity investments: Fair value is derived from quoted market prices in active markets.

Unquoted equity investments: Fair value is derived on the basis of net asset value approach, in this approach the net asset value is used to capture the fair value of these investments.

Quoted mutual funds: Fair value is determined by reference to quotes from the financial institutions, i.e. net asset value (NAV) for mutual fund declared by mutual fund house.

Unquoted debentures/other funds: Fair value is determined by reference to quotes from fund houses/portfolio management services companies.

24.3 Financial Risk Management

This note explains the risk which company is exposed to and policies and framework adopted by the company to manage these risks.

The Company''s activities expose it mainly to the market risk, credit risk and liquidity risk.

The monitoring and management of such risks is undertaken by the senior management of the Company. There are appropriate policies and procedures in place through which such financial risks are identified, measured and managed by the Company. The Audit Committee and the Board are regularly apprised of these risks and measures used to mitigation these risks.

a. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of adverse changes in market rates and prices such as curency risk, interest rate risk, other price risk etc.

(i) Currency Risk

Currently company does not have transaction in foreign currencies and hence the company is not exposed to currency risk

(ii) Interest rate risk

Since the Company does not have any significant financial assets or financial liabilities bearing floating interest rates, any change in interest rates would not have any significant impact on the financial statements of the Company.

(iii) Price Risk

The company is exposed to price risk arising from investments held by the company and classified in the balance sheet either as at fair value through profit or loss or at fair value through other comprehensive income. To manage its price risk arising from investments, the company diversifies its portfolio in equity, debt, money market and other instruments (including through funds). The Company also has strategic asset allocation benchmarks and risk limits.

Sensitivity analysis

The table below summaries the impact of increase/decrease in the prices of investments held at the end of the year on the company''s profit and other comprehensive income for the year. The analysis is based on the assumption that prices of investments are increased or decreased by 5% with all other variables held constant:

(i) In respect of investments measured at fair value through profit of loss, profit for the year ended March 31, 2023 would have been increased/decreased by H 1140.51 Lakhs (March 31, 2022 by H 1618.48 Lakhs) as a result of the changes in prices of investments.

(ii) In respect of investments measured at fair value through other comprehensive income, other comprehensive income for the year ended March 31, 2023 would have been increased/decreased by H 1,052.44 Lakhs ( March 31, 2022: 614.94 Lakhs) as a result of the changes in prices of investments.

b. Credit Risk

Credit risk is the risk of financial loss to the company if a customer or counter-party fails to meet its contractual obligations.

Financial instruments that are subject to concentrations of credit risk principally consist of receivables, cash and cash equivalents, bank deposits, investments in debentures, mutual funds & other funds and other financial assets.

The maximum exposure to credit risk was H 23009.47 Lakhs and H 32366.57 Lakhs, as at March 31, 2023 and March 31, 2022 respectively, being the total carrying value of trade receivables, cash and cash equivalents, balances with bank, investments (excluding equity investments) and other financial assets.

Credit risk with respect to receivables is limited, since the receivables amount is immaterial. To manage the credit risk, the credit worthiness of the receivables is evaluated on an ongoing basis and investment is made only after considering counterparty risks based on multiple criteria including Tier I capital, Capital Adequacy Ratio, Credit Rating, Profitability, NPA levels and deposit base of banks and financial institutions etc. These risks are monitored regularly as per its risk management program.

As at the end of the reporting period, all the investments have been fair valued and receivables, bank balances and other financial assets are considered to be good.

c. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as and when they become due.

The Company has no borrowings. Further, other financial liabilities of the Company are negligible amounting to H 13.46 Lakhs and H 18.35 Lakhs as at March 31, 2023 and March 31, 2022 respectively.

The Company''s principal sources of liquidity are cash and cash equivalents and cash flows that are generated from operations. Additionally, the Company has invested its surplus funds in such instruments ensuring availability of liquidity as and when required.

Hence, the Company carries a negligible liquidity risk.

25 Employee Benefits

25.1 Defined Contribution plans

The Company has not incurred any expense on account of defined contribution plans during the year ended March 31, 2023 and March 31, 2022.

25.2 Defined benefit plans

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees in terms of the provisions of the Payment of Gratuity Act, 1972. This defined benefit plan of gratuity is administered by a separate trust that is legally separate from the entity. The Company makes annual contributions to the trust and trust is responsible for investments with regard to the assets of the trust. The Company accounts for the liability for gratuity benefits payable in the future based on actuarial valuation using projected unit credit method. Each year, the Company review the level of funding. Such a review includes the asset-liability matching strategy and assessment of the investment risk. The Company decides its contribution based on the results of this annual review.

These plans typically expose the Company to actuarial risks such as investment risk, interest rate risk, longevity risk and salary risk.

Investment Risk

The actual return on plan assets below the expected return will create plan deficit.

Salary Risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in rate of increase in salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Interest Risk

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in value of the liability.

Longevity Risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after employment. An increase in the life expectancy of the plan participants will increase the plans liability.

Plan assets comprises of mutual fund, Government of India securities and bank balances. The average duration of the defined benefit obligation is 6.30 years (2022: 13.86 years). The Company expects to make a contribution of H 0.37 (March 31, 2022: H 0.42 lakhs) to the defined benefit plans during the next financial year

Sensitivity Analysis

Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of reporting period, while holding all other assumptions constant. There is no change from the previous period in the methods and assumptions used in preparing the sensitivity analysis.

Terms and conditions of transactions with related parties

All related party transactions entered during the year were in ordinary course of the business and on arm''s length basis. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

There have been no guarantees provided or received for any related party. For the year ended 31^st March, 2023, the Company has not recorded any impairment in respect of any bad or doubtful debts due from related parties (March 31, 2022: Nil).

27 Contingent Liabilities and Commitments

(i) Contingent Liabilities

Particulars	As at	As at
	March 31, 2023	March 31, 2022
(i) Contingent Liabilities
Related to Income-tax matters	338.98	319.75
(ii) Commitments	Nil	Nil

28 Segment Information

The Company is primarily in the Investment business. The Chairman and Managing Director of the Company, which has been identified as being the Chief Operating Decision Maker (CODM), evaluates the Company''s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit. Therefore, there is only one reportable segment for the Company.

32 Details of loans given, investments made and guarantee given covered u/s 186(4) of the Companies Act, 2013

The Company, being an NBFC registered with the RBI and engaged in the business of investments in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to investments. Accordingly, the disclosures required under the said section in respect of investments made are not applicable. Further, the Company has not given any loan to any person during the year

33 Capital Management

For the purposes of the Company''s capital management, capital includes equity share capital, securities premium and all other reserves attributable to the equity shareholders.

The primary objective of the Company''s Capital Management is to maximize the return to shareholders and also maintain an optimal capital structure to reduce cost of capital.

The Company''s policy is to maintain a strong capital base so as to maintain investors'', creditors'' and market confidence and to sustain future development of the business.

In the absence of any debt, the maintenance of debt equity ratio etc. is having no relevance to the Company.

The Company is not subject to any externally imposed capital requirements.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and 31 March 2022.

1. As defined in point xxvii of paragraph 3 of Chapter -II of of Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial Company - Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016

3. All notified Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value / NAV in respect of unquoted investments shall be disclosed irrespective of whether they are classified as long term or current in (5) above.

35.2 Other Disclosures, being Non-Banking Financial Company

(as required in terms of Annex XVI of Non-Banking Financial Company - Systemically Important Non-Deposit taking

Company and Deposit taking Company (Reserve Bank) Directions, 2016, as amended)

35 Disclosures required as per Non-Banking Financial Company - Systematically Important Non - Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, as amended (Contd..)

6. Other disclosures

a) Registration obtained from other financial sector regulators

Apart from RBI, Company is also governed by SEBI and MCA.

b) Disclosure of penalties imposed by RBI and other regulators

No penalty has been imposed by RBI or other regulators during the year ended March 31, 2023 and March 31, 2022.

c) Ratings assigned by credit rating agencies and migration of ratings during the year Not applicable

Note:

The below disclosures as required in terms of Annex XVI of Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 are not applicable to the Company:

1. Derivatives

2. Details of financing of parent company products

3. Details of Single Borrower Limit (SBL) / Group Borrower Limite (GBL) exceeded by the NBFC

4. Unsecured advances

5. Concentration of deposits, advances, exposures and NPAs

6. Overseas assets (for those with joint ventures and subsidiaries abroad)

7. Off-balance sheet SPVs sponsored

8. Disclosure of customer complaints

37 Events after the Reporting Period

The Board of directors have recommended the payment of Final dividend of H 5/- per equity share (previous year H 5/- per equity share) which is subject to the approval of Shareholders in the Annual General meeting.

38 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013

a. No proceeding have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988).

b. The company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

c. The company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

d. There are no transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

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

f. No funds have been received by the company from any person(s) or entity(ies), including foreign entities ("funding party") with the understanding, whether recorded in writing or otherwise, that the company shall directly or indirectly lend or invest in other persons or entities in any manner whatsoever by or on behalf of the funding party ("Ultimate beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

g. During the financial year, the Company has not traded or invested in Crypto currency or Virtual Currency.

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Mar 31, 2018

1. Contingent Liabilities (to the extent not provided for) :

The Company has contested the additional demand in respect of income tax amounting to '' 15.12 Lakhs (Previous Year '' 9.74 Lakhs) . Pending appeal with appellate authorities, no provision has been made in the books of account as the company is hopeful to get the desired relief in appeal.

2. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 1 7 on "Segment Reporting" prescribed under section 133 of Companies Act,,2013 read with rule 7 of The Companies (Accounts) rules, 2014.

3. The calculation of Earnings per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS) -20 on ''Earning per Share'' prescribed under section 133 of Companies Act, 2013 read with rule 7 of The Companies (Accounts) rules, 2014.

(f) The information required by paragraph 5 of general instructions for preparation of the statement of profit and loss as per Schedule-III of the Companies Act, 2013 is not applicable to the Company.

4. Previous year figures in financial statements, including the notes thereto, have been re-classified where ever required to confirm the current year presentation/classification

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Mar 31, 2017

1. Contingent Liabilities (to the extent not provided for) :

The Company has contested the additional demand in respect of income tax amounting to '' 9.74 Lakhs (Previous Year '' 36.29 Lakhs). Pending appeal with appellate authorities, no provision has been made in the books of account as the company is hopeful to get the desired relief in appeal.

2. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 1 7 on "Segment Reporting" prescribed under section 133 of Companies Act, 2013 read with rule 7 of The Companies (Accounts) rules, 2014.

3. The calculation of Earnings per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS)-20 on ''Earning per Share'' prescribed under section 133 of Companies Act, 2013 read with rule 7 of The Companies (Accounts) rules, 2014.

4. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly, no impairment loss has been provided in the books of account.

(h) Contribution to Provident Fund : '' Nil (Previous Year '' Nil)

5. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year:

1. Associates Vardhman Textiles Limited

2. Key Management Personnel Mr. S.P. Oswal (Chairman and Managing Director)

Mrs. Poorva Bhatia (Chief Financial Officer)

Mr. Amrender Kumar Yadav (Company Secretary)

6. In accordance with the provisions of Section 135 of the Companies Act, 2013 the company has contributed a sum of Rs, 50.00 Lakhs (Previous year Rs, 10 Lakhs) towards approved CSR activities. The said amount stands debited under the head "other expenses".

7. The information required by paragraph 5 of general instructions for preparation of the statement of profit and loss as per Schedule-III of the Companies Act, 2013 is not applicable to the Company.

* For the purpose of this clause, the term ''Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E) dated 8 November 2016.

8. The previous year figures have been reclassified to conform to this year''s classification.

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Mar 31, 2016

* Investments are purchased through PMS advisors

Notes to Financial Statements for the year ended March 31, 2016

1. Contingent Liabilities (to the extent not provided for) :

The Company has contested the additional demand in respect of income tax amounting to Rs, 3,629,070/- (Previous Year Rs, 2,053,841). Pending appeal with appellate authorities, no provision has been made in the books of account as the company is hopeful to get the desired relief in appeal.

2. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 17 on "Segment Reporting" prescribed under section 133 of Companies Act, 2013 read with rule 7 of The Companies (Accounts) rules, 2014.

3. The calculation of Earnings per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS)-20 on ''Earning per Share'' prescribed under section 133 of Companies Act, 2013 read with rule 7 of The Companies (Accounts) rules, 2014.

4. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account.

5. Employee Benefits :

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the Profit and Loss Account and Balance Sheet as required in accordance with Accounting Standard - 15 (Revised) are as under:-(h) Contribution to Provident Fund : Rs, Nil (Previous Year Rs, Nil)

6. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year:

1. Associates Vardhman Textiles Limited

2. Key Management Personnel Ms. Poorva Bhatia (Chief Financial Officer)

Mr. Amrender Yadav (Company Secretary w.e.f. 10-02-2016) Ms. Tanu Berry (Company Secretary up to 03-12-2015)

7. The previous year figures have been reclassified to conform to this year''s classification.

8. In accordance with the provisions of Section 135 of the Companies Act, 2013 the company has contributed a sum of Rs, 10.00 lacs (Previous year Rs, Nil) towards approved CSR activities. The said amount stands debited to the "Miscellaneous" under the head "other expenses".

9. The information required by paragraph 5 of general instructions for preparation of the statement of profit and loss as per Schedule-III of the Companies Act, 2013 is not applicable to the Company.

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Mar 31, 2015

1. CORPORATE INFORMATION :

Vardhman Holdings Limited ('the company') is registered as a Non-Banking Financial Company ('NBFC') as defined under section 45-IA of the Reserve Bank of India ('RBI') Act, 1934. The company is principally engaged in lending and investing activities.

2. SHARE CAPITAL

a. Terms/ rights attached to equity shares

The company has one class of shares viz. Equity Shares having a par value of Rs.10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and then the equity shareholders are entitled for such dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder. The rate of dividend for redeemable cumulative preference shares is decided by the board of directors as and when issued.

b Shares held by holding company or its ultimate holding company or subsidiaries or associates of the holding company or the ultimate holding company in aggregate.

There is no holding or ultimate holding company of the Company. d Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash, bonus shares and shares bought back for the period of five years immediately preceding the reporting date.

3. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 17 on "Segment Reporting" notified by the Companies (Accounting Standards) Rules, 2006.

4. The calculation of Earning per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with

Accounting Standard (AS)-20 on 'Earning per Share' notified by the Companies (Accounting Standards) Rules, 2006.

5. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment, it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly, no impairment loss has been provided in the books of account.

6. Employee Benefits :

i) The summarized position of Post-employment benefits and long term employee benefits recognized in the Profit and Loss Account and Balance Sheet as required in accordance with Accounting Standard - 15 (Revised) are as under:- (a) Changes in the present value of the obligation:

7. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year: 1. Associates Vardhman Textiles Limited

8. The previous year figures have been reclassified to conform to this year's classification.

9. Depreciation for the year has been provided on Straight Line Method on the basis of useful lives specified in the Schedule-II of the Companies Act, 2013 as against the amount of depreciation calculated on the basis of rates of depreciation in respect of various assets contained in Schedule XIV to the Companies Act 1956.

In view of this change, the carrying amounts of tangible fixed assets as at lst April, 2014 have been depreciated over the revised remaining useful life of the asset as per Schedule II. The depreciation for the year is higher to the extent of Rs. 55,166 on account of this change and accordingly the profit for the year is lower by Rs. 55,166.

10. The information required by paragraph 5 of general instructions for preparation of the statement of profit and loss as per Schedule-III of the Companies Act, 2013 is not applicable to the Company.

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Mar 31, 2014

1. Contingent Liabilities (to the extent not provided for) :

The Company has contested the additional demand in respect of income tax amounting to Rs. 20,40,183 (Previous Year 18,78,333). Pending appeal with appellate authorities, no provision has been made in the books of account as the company is hopeful to get the desired relief in appeal.

2. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 17 on "Segment Reporting" notified by the Companies (Accounting Standards) Rules, 2006.

3. The calculation of Earning per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS)–20 on ''Earning per Share'' notified by the Companies (Accounting Standards) Rules, 2006.

4. In accordance with the Accounting Standard (AS)–28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account.

5. Employee Benefits :

i) The summarized position of Post–employment benefits and long term employee benefits recognized in the Profit and Loss Account and Balance Sheet as required in accordance with Accounting Standard – 15 (Revised) are as under:–

(a) Changes in the present value of the obligation:

(e) Investment details of Fund: Fund consists of cash balance of Rs. 502 & Bank Balance of Rs. 1,05,424.

(f) Principal actuarial assumption at the Balance Sheet Date (expressed as weighted average)

(h) Contribution to Provident Fund: Rs. Nil (Previous Year Rs. Nil) 24. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year: 1. Associates Vardhman Textiles Limited

(b) Details of transactions entered into with related parties during the year as required by Accounting Standard (AS) –18 on "Related Party Disclosures" notified by the Companies (Accounting Standards) Rules, 2006 are as under:

6. The previous year figures have been reclassified to conform to this year''s classification.

7. The information required to be given pursuant to the provisions of the clause (a) and (c) of Note 5 (viii) of Revised Schedule VI to the Companies Act, 1956 is not applicable to the Company.

8. The company complies in all material respects, with the prudential norms relating to income recognition, asset classification and provisioning for bad and doubtful debts and other matters, specified in the directions issued by the Reserve Bank of India in terms of Non–Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, as applicable to it.

9. Disclosure of details as required in terms of paragraph 13 of Non–Banking Financial (Non–Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007:

Notes :

1. Companies in the same group means companies under the same management as per section 370(1B) of the Companies Act, 1956.

2. In case of unquoted shares, book value is taken as market value.

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Mar 31, 2013

1. CORPORATE INFORMATION :

Vardhman Holdings Limited {''the company'') is registered as a Non-Banking Financial Company (''NBFC'') as defined under section 45-IA of the Reserve Bank of India (''RBI'') Act, 1934. The company-is principally-engaged in lending and investing activities.

2. Contingent Liabilities (to the extent not provided for):

The Company has contested the additional demand in respect of income tax amounting to Rs. 19,82,323 (Previous Year Rs. 9,81,575). Pending appeal with appellate authorities, no provision has been made in the books of account as the company is hopeful to get the desired relief in appeal.

3. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 1 7 on "Segment Reporting" notified by the Companies (Accounting Standards) Rules, 2006.

4. The calculation of Earning per Share (EPS), as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS)-20 on ''Earning per Share'' notified by the Companies (Accounting Standards) Rules, 2006.

5. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly, no impairment loss has been provided in the books of account.

6. The previous year figures have been reclassified to conform to this year''s classification.

7. The information required to be given pursuant to the provisions of the clause (a) and (c) of Note 5 (viii) of Revised Schedule VI to the Companies Act, 1956 is not applicable to the Company.

8. The company complies in all material respects, with the prudential norms relating to income recognition, asset classification and provisioning for bad and doubtful debts and other matters, specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, as applicable to it.

9. Disclosure of details as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007:

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Mar 31, 2012

1. CORPORATE INFORMATION :

Vardhman Holdings Limited ('the Company') is registered as a Non-Banking Financial Company ('NBFC') as defined under section 45-IA of the Reserve Bank of India ('RBI') Act, 1934. The Company is principally engaged in lending and investing activities.

a. Terms/ rights attached to equity shares

The Company has one class of shares viz. Equity Shares having a par value of Rs.10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and then the equity shareholders are entitled for such dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder. The rate of dividend for redeemable cumulative preference shares is decided by the board of directors as and when issued.

b. Shares held by holding Company or its ultimate holding Company or subsidiaries or associates of the holding Company or the ultimate holding Company in aggregate.

There is no holding or ultimate holding Company of the Company.

2. Contingent Liabilities (to the extent not provided for) :

The Company has contested the additional demand in respect of income tax amounting to Rs. 9,81,575 (Previous Year Rs. 9,11,902). Pending appeal with appellate authorities, no provision has been made in the books of account as the Company is hopeful to get the desired relief in appeal.

3. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 17 on "Segment Reporting" notified by the Companies (Accounting Standards) Rules, 2006.

4. The calculation of Earning per Share (EPS) as disclosed in the Statement of Profit and Loss Account, has been made in accordance with Accounting Standard (AS)-20 on 'Earning per Share' notified by the Companies (Accounting Standards) Rules, 2006.

5. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account.

6. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year: 1. Associates Vardhman Textiles Limited

7. The financial statements for the year ended 31st March, 2012 has been prepared as per Revised Schedule-VI to the Companies Act, 1956. Accordingly the previous year figures have been reclassified to conform to this year's classification.

8. The information required to be given pursuant to the provisions of the clause (a) and (c) of Note 5 (viii) of Revised Schedule VI to the Companies Act, 1956 is not applicable to the Company.

9. The Company complies in all material respects, with the prudential norms relating to income recognition, asset classification and provisioning for bad and doubtful debts and other matters, specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, as applicable to it.

Note:Though the aggregate amount of advances and investments are mentioned in the column in 'Total' above, details are given only for those advance and investments where maturity pattern can be ascertained.

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Mar 31, 2011

1. The Company has contested the additional demand in respect of income tax amounting to Rs. 9,11,902.00 (Previous Year Nil). Pending appeal with appellate authorities, no provision has been made in the books of account as the company is hopeful to get the desired relief in appeal.

2. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 17 on "Segment Reporting" notified by the Companies (Accounting Standards) Rules, 2006.

3. The calculation of Earning Per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS)-20 on Earning Per Share notified by the Companies (Accounting Standards) Rules, 2006.

4. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account.

5. Employee Benefits:

(h) Contribution to Provident Fund : Nil (Previous Year Nil)

6. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year:

1. Associates : Vardhman Textiles Limited

7. Previous years figures have been recast / regrouped, wherever necessary, to make these comparable with current years figures.

8. The information required to be given pursuant to the provisions of the paragraph 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 is not applicable to the Company.

9. The company complies in all material respects, with the prudential norms relating to income recognition, asset classification and provisioning for bad and doubtful debts and other matters, specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, as applicable to it.

10. Disclosure of details as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007:

(11) Other information

Notes:

1. Companies in the same group means companies under the same management as per section 370(1B) of the Companies Act, 1956.

2. In case of unquoted shares, book value is taken as market value.

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Mar 31, 2010

1. There is no contingent liability as at the close of the year.

2. The Company has only one reportable business segment and therefore, no separate disclosure is required in accordance with Accounting Standard 17 on "Segment Reporting" notified by the Companies (Accounting Standards) Rules, 2006.

3. The calculation of Earnings Per Share (EPS) as disclosed in the Profit and Loss Account, has been made in accordance with Accounting Standard (AS)-20 on Earnings Per Share notified by the Companies (Accounting Standards) Rules, 2006.

4. In accordance with the Accounting Standard (AS)-28 on "Impairment of Assets", the Company has assessed as on the balance sheet date, whether there are any indications (listed in paragraphs 8 to of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly, no impairment loss has been provided in the books of account.

5. Related Party Disclosure:

(a) Disclosure of related parties with whom business transactions took place during the year:

1. Associates : Vardhman Textiles Limited (formerly known as Mahavir Spinning Mills Limited)

6. Previous years figures have been recast / regrouped, wherever necessary, to make these comparable with current years figures.

7. The information required to be given pursuant to the provisions of the paragraph 3, AC and 4D of Part II of Schedule VI to the Companies Act, 1956 is not applicable to the Company.

8. The company complies in all material respects, with the prudential norms relating to income recognition, asset classification and provisioning for bad and doubtful debts and other matters, specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as applicable to it.