Notes to Accounts of Fedders Holding Ltd.

Mar 31, 2025

1.13 Provisions, Contingent liabilities, Contingent Assets

A provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that
an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.
Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the
present obligations at the end of the reporting period. If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When
discounting is used, the changes in the provision due to the passage of time are recognised as a finance cost.

Contingent liabilities are disclosed in the case of:

a present obligation arising from the past events, when it is not probable that an outflow of resources will be required
to settle the obligation;

a present obligation arising from the past events, when no reliable estimate is possible;

a possible obligation arising from past events, unless the probability of outflow of resources is remote.

Contingent assets are not recognised but disclosed in the financial statements when an inflow of economic
benefit is probable.

1.14 Employee Benefits

A. Short Term Benefits

Short Term Benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss of
the period in which the related service is rendered.

B. Post-Employment benefits - Defined Benefit Plans: Gratuity (Unfunded)

The Company has an obligation towards gratuity - a defined benefit retirement plan covering eligible employees. The
plan provides a lump sum payment to vested employees at retirement, death while in employment or on termination
of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof
in excess of six months. Vesting occurs upon completion of five years of service and is payable thereafter on occurrence
of any of above events.

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method
with actuarial valuations being carried out at each Balance Sheet date, which is recognised in each period of service
as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the
final obligation.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
in the net interest on the net defined liability and the return on plan assets (excluding amounts included in net interest
on the net defined benefit liability), are recognised immediately in the Balance Sheet with a corresponding debit or
credit to retained earning through Other Comprehensive Income in the period in which they occur. Re-measurements
are not re-classified to the Statement of Profit and Loss in subsequent periods. Past service cost is recognized in the
Statement of Profit and Loss in the period of plan amendment.

Net interest is calculated by applying the di scount rate to the net defined benefit plan liability or asset.

The Company recognizes the following changes in the net deined benefit obligations under employee benefit expenses
in the Statement of Profit and Loss:

Service costs comprising of current service costs, past-service costs, gains and losses on curtailments and non¬
routine settlements

During the FY 2024-2025, Provisions for Gratuity has not been taken into consideration, since there is no employee
with a continuous service for more than 5 years.

C. Other Long-Term Employee Benefits - Compensated Absences/ Leave Encashment (Unfunded)

The Company provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled
to accumulate leave subject to certain limits for future encashment / availment. The Company makes provisions for
compensated absences based on an independent actuarial valuation carried out at each reporting date, using Projected
Unit Cost Method. Actuarial gains and losses are recognized in the Statement of Profit and Loss.

1.15 Segment Information

The company operates in one operating segments namely Consulting Services and Investments.

1.16 Revenue Recognition

The company derives revenue from interest on loan granted, dividend as also by rendering of professional services.

In accordance with Ind AS-115, the revenue is recognized at a time when performance obligation is satisfied

a) Interest Income on loan / deposits others are recognised on accrual basis, while Dividend / Interest on shares &
securities are recognised when right to receive the Dividend are established.

b) Profit / (Loss) on sale of Investment in shares & securities, are recognised upon transfer of control of such
investment.

c) Management Consultancy Fees/ Income are accounted at a time when performance obligation is satisfied in an
amount that reflects the consideration the company expects to receives in exchange for those services.

Current Tax

The Company provides current tax based on the provisions of the Income Tax Act, 1961 applicable to the Company.
Deferred Tax

Deferred tax is recognised using the Balance Sheet approach. Deferred tax assets and liabilities are recognised for
deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying
amount.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused tax credits and
unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset
is realised or liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at
the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.

1.17 Earnings per Share

Basic earnings per share are calculated by dividing the profit after tax or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. In case there are any
dilutive securities during the period presented, the impact of the same is given to arrive at diluted earnings per share.

1.18 Leases

In accordance with Ind AS 116, the company recognises right of use assets representing its right to use the underlying
asset for the lease term at the lease commencement date. The cost of right of use asset measures at inception shall
comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or
before commencement date less any lease incentive received plus any initial direct cost incurred and an estimate of
cost to be incurred by lessee in dismantling and removing underlying asset or restoring the underlying asset or site
on which it is located. The right of use asset is subsequently measured at cost less accumulated depreciation,
accumulated impairment losses, if any, and adjusted for any re-measurement of lease liability. The right of use assets
is depreciated using the Straight-Line Method from the commencement date over the charter of lease term or useful
life of right of use asset. The estimated useful life of right of use assets are determined on the same basis as those
of Property, Plant and Equipment. Right of use asset are tested for impairment whenever there is any indication that
their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in Statement of Profit and Loss.

The company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of lease. The lease payments are discounted using the interest rate implicit in the lease, if that
rate can be readily determined. If that rate cannot be readily determined, the company uses incremental borrowing
rate.

The lease liability is subsequently re-measured by increasing the carrying amount to reflect interest on lease liability,
reducing the carrying amount to reflect the lease payments made and re-measuring the carrying amount to reflect
any reassessment or lease modification or to reflect revised-in-substance fixed lease payments. The company
recognises amount of re-measurement of lease liability due to modification as an adjustment to write off use asset
and statement of profit and loss depending upon the nature of modification. Where the carrying amount of right of
use assets is reduced to zero and there is further reduction in measurement of lease liability, the company recognises
any remaining amount of the re-measurement in Statement of Profit and Loss.

The company has elected not to apply the requirements of Ind AS 116 to short term leases of all assets that have a
lease term of 12 months or less unless renewable on long term basis and leases for which the underlying asset is of
low value. The lease payments associated with these leases are recognised as an expense on Straight Line basis over
lease term.

1.19 Foreign exchange transactions

Foreign currency transactions are accounted for at the exchange rate prevailing on the date of the transaction. All
monetary foreign currency assets and liabilities are converted at the exchange rates prevailing at the reporting date.
All exchange differences arising on translation of monetary items are dealt with in the Statement of Profit and Loss.

^{As per our} re^port of ^{even date annexed} For and on behalf of the Board of Directors of

For O. Aggarwal & Co. Fedders Holding Limited

Chartered Accountants
Firm Reg. No.005755N

Sd/- Sd/- ^Sd/n_{al Si nghal)}

CA. Om Prakash Aggarwal (Vishal Singhal) Di!£Sor ^{g )}

Partner Whole Time Director _{- 0974501 0}

Membership No. 083862 DIN - 03518795 ^{D1N 09745010}

UDIN: 25083862BMFYBF1587 ,

Sd/- ^Sd/^-

Place: Ghaziabad (Sakshi Goel) ^{(Bijay Kumar Path}a^k)

D_at_e: 30.05.2025 Company Secretary ^{Chief Financial Officer}

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Mar 31, 2024

The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, as at

the balance sheet date. As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

14.1 Terms/rights attached to paid up equity shares

The Company has only one class of equity shares having a par value of Rs 10/-. Each holder of equity shares s entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

14.2 The Company has not allotted any fully paid up equity shares pursuant to contracts without payment being received in cash during the period of five years immediately preceding the balance sheet date.

14.3 Convertable Share Warrants: Issued at Rs. 168 (including premium of Rs. 158 per warrant) partly paid up 25% i.e. Rs. 42 per warrant. The Convertible Share Warrant holders does not have any voting right till conversion into equity share.

14.4 During the current year ending March 2024, 64,00,000 Convertible Share Warrant convert in Equity Shares on receipt of balance amount Rs. 126 per warrant.

The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006 ("the Act") has been determined to the extent such parties have been identified by the Company, on the basis of information and records available with them. This information has been relied upon by the auditors.

The Management assessed that carrying amount of loans, investments in subsidiary / LLP, Trade receivables, financial assets, cash and cash equivalent, bank balances, trade payables and financial liabilities approximates theirfair value largely due to short term maturities of these instruments.

Note - 29

Financial Risk Management

The Company''s activities expose it to a variety of financial risks: interest rate risk, credit risk and liquidity risk. The Company''s overall risk management strategy seeks to minimize adverse effects from the unpredictability of financial markets on the Company''s financial performance. These risks are managed by the Management of the Company under Board of Directors of the Company to minimize potential adverse effects of the financial performance of the Company.

Interest rate risk

Interest rate risk primarily arises from floating rate borrowings. The Company do not have any borrowings from outside parties. The loan given to wholly owned subsidiary Company is interest bearing and, therefore, interest rate risk is minimized.

Credit risk

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 Company''s receivables.

Investments / Inter Corporate Loan

The Company has given loan to its wholly owned subsidiary which is also interest bearing and therefore less prone to credit risk. The Company has also invested in real estate properties by giving advances and are also less prone to credit risk.

Cash & cash equivalents

With respect to credit risk arising from financial assets which comprise of cash and cash equivalents, the Company''s risk exposure arises from the default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets at the reporting date. Since the counter party involved is a bank, Company considers therisks of non-performance by the counterparty as non-material.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company''s finance department is responsible for fund management. In addition,processes and policies related to such risks are overseen by senior management.

The Company has no secured or unsecured borrowings and has adequate and sufficient liquidity as detailed above to meet any kind of exigencies. In addition, the Company has recourse to recall loans given to wholly owned subsidiary Company. These measures are considered by the management adequate to ensure that the Company is not exposed to any kind of liquidity risk.

Capital Risk

The Company has no borrowings, therefore, not prone to capital risk

Particulars	31st March''2024	31st March''2023
Total Liability - Current & Non - Current	181.67	43.74
Total Equity	21371.08	12807.44
Note - 30
Particulars	31st March''2024	31st March''2023
Contingent Liabilities & Capital Commitments not provided for: -
Estimated amount of Committed Contracts (Net of Advances)	-	-

Enterprises over which Director / kev management personnel and their relatives exercise Significant influence

Vishal LPG Industries (Prop. Vishal Singhal)

Raga Tradecon Private Limited (Common Director Mr. Vishal Singhal)

In the current year, the following entities who earlier Associates of IM Capitals Limited, namely Advance Dealtrade Private Limited, Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited is no more associates due to Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited amalgamated in Advance Dealtrade Private Limited vide amalgamation order dated 21.07.2023 w.e.f. 15.09.2022 and proportionate share allotted on dated 16/02/2024 of Advance Dealtrade Private Limited for share of Anugrah Commosales Private Limited & Versatile Dealtrade Private Limited. After the effect of amalgamation holdings of IM Capitals Limited in Advance Dealtrade Private Limited as on 31.03.2024 is 19.98 %.

There are no Loans or Advances in the nature of loans that are granted to promoters, Directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are:

(a) Repayable on demand or

(b) Without specifying any terms or period of repayment Note - 32

The Ministry of Corporate Affairs (MCA) through Companies (Indian Accounting Standards) Amendment Rules 2019 and Companies (Indian Accounting Standards) Second Amendment Rules has notified Ind AS 116 ''Lease'' which replaces existing lease Standard, Ind AS 17 leases and other Interpretations. Ind AS 116 sets out the principles for recognition, measurement, presentation and disclosure of leases for both lessee and lessor. It introduces a single lease accounting model for lessees.

The details of right of use asset held by the Company are as follows:

The Following is break up of current and non-current lease liabilities as at 31^st March 2024=

The Company had made an investment in SMC & IM Capital Investment Manager LLP for Rs 1,50.00 Lakhs and is classified as non-current investment. The said LLP has reported losses, the current account balance of Company in said LLP is negative by Rs. 148.33 Lakhs. The said LLP is engaged in business of management of Real estate fund & the Company foresees future prospects in the business of LLP.

Impairment in the value of such investment has not been made, as in the opinion of management such impairment in value of investment is of temporary in nature and being non-current investment has been carried at cost.

Note - 36

Segment Information

a The Company is engaged in the investment and Consultancy Services. These in context of Indian Accounting Standard 108 (Ind AS 108) on Segment Reporting are considered to constitute one single operating segment

b Revenue on Product Group use basis (IND AS 108 Para -32)

The provisions of sections 135 of Companies Act, 2013 relating to expenditure on the Corporate Social Responsibility are not applicable to the company, as networth/ Turnover/ net Profit criteria are not achieved.

Note- 39

The Ministry of Corporate Affairs (MCA) notifies new Indian Accounting Standards or amendments there to. There is no such notification which would have been applicable from April 1^st 2023.

Note - 40

Borrowings from banks and financial institutions were applied for the specific purpose for which the borrowings were obtained at the balance sheet date. However, Company has not borrowed any money during the year.

Note - 41

The company does not have any relationship with companies struck off under section 248 of the Companies Act, 2013

Note - 42

During the year, the company has not been declared willful defaulter by any bank or financial institution or other lender

Note- 43

There is no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period Note- 44

Previous Years figures have been re-arranged/re-grouped, wherever necessary to confirm to current year classification, all amount shown in Rupees Lakhs unless otherwise specifically mentioned.

Note-45

Details of Crypto Currency or Virtual Currency

During the year, the company has not entered into any transaction related to the Crypto Currency or Virtual Currency.

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Mar 31, 2023

The Company has elected to exercise the option permitted under section 115BAA of Income Tax Act, 1961 as introduced by Taxation laws (Amendment) Ordinance 2019. Accordingly, the Company has recognised provision fbrcurrent tax/ deferred tax for the year ended 31st March 2023 and also remeasured its deferred tax assets on the basis of rate as prescribed in the said section.

Interest accrued on Loan and Deposits includes Rs NIL (Rs. 2.97 Lakhs) from Wholly Owned Subsidiary- IM Investments and Capital Private Limited.

Due from related party includes due from SMC & IM Capital Investment Manager LLP - NIL (PY- Rs 44.45 Lakhs) and IM Investments & Capital Pvt. Ltd. - NIL (PY - 2.72 Lakhs)

The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, as at the balance sheet date. As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Terms/rights attached to paid up equity shares

The Company has only one class of equity shares having a par value of Rs 10/-. Each holder of equity shares sentitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The information as required to be disclosed under The Micro, Small and Medium Enterprises Development Act, 2006 ("the Act") has been determined to the extent such parties have been identified by the Company, on the basis of information and records available with them. This information has been relied upon by the auditors.

Financial Risk Management

The Company''s activities expose it to a variety of financial risks: interest rate risk, credit risk and liquidity risk. The Company''s overall risk management strategy seeks to minimize adverse effects from the unpredictability of financial markets on the Company''s financial performance. These risks are managed by the Management of the Company under Board of Directors of the Company to minimize potential adverse effects of the financial performance of the Company.

Interest rate risk

Interest rate risk primarily arises from floating rate borrowings. The Company do not have any borrowings from outside parties. The loan given to wholly owned subsidiary Company is interest bearing and, therefore, interest rate risk is minimized.

Credit risk

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 Company''s receivables.

Investments / Inter Corporate Loan

The Company has given loan to its wholly owned subsidiary which is also interest bearing and therefore less prone to credit risk. The Company has also invested in real estate properties by giving advances and are also less prone to credit risk.

Cash & cash equivalents

With respect to credit risk arising from financial assets which comprise of cash and cash equivalents, the Company''s risk exposure arises from the default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets at the reporting date. Since the counter party involved is a bank, Company considers therisks of non-performance by the counterparty as non-material.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company''s finance department is responsible for fund management. In addition,processes and policies related to such risks are overseen by senior management.

The Company has no secured or unsecured borrowings and has adequate and sufficient liquidity as detailed above to meet any kind of exigencies. In addition, the Company has recourse to recall loans given to wholly owned subsidiary Company. These measures are considered by the management adequate to ensure that the Company is not exposed to any kind of liquidity risk.

Capital Risk

The Company has no borrowings, therefore, not prone to capital risk

The Ministry of Corporate Affairs (MCA) through Companies (Indian Accounting Standards) Amendment Rules 2019 and Companies (Indian Accounting Standards) Second Amendment Rules has notified Ind AS 116 ''Lease'' which replaces existing lease Standard, Ind AS 17 leases and other Interpretations. Ind AS 116 sets out the principles for recognition, measurement, presentation and disclosure of leases for both lessee and lessor. It introduces a single lease accounting model for lessees.

The Company has adopted Ind AS 116 effective annual reporting period beginning April 1, 2019. The lease payments including interest have been disclosed under cash flow from financing activities. The weighted average incremental borrowing rate of 9% has been applied to lease liabilities recognised in balance sheet at the date of initial application. On application of IndAs 116, the nature of expense has changed from lease rent in previous periods to depreciation cost for right to use asset and finance cost for interest accrued on lease liability.

The Company had made an investment in SMC & IM Capital Investment Manager LLP for Rs 1,50.00 Lakhs and is classified as non-current investment. The said LLP has reported losses, the current account balance of Company in said LLP is negative by Rs 82.20 Lakhs. The said LLP is engaged in business of management of Real estate fund & the Company foresees future prospects in the business of LLP.

Impairment in the value of such investment has not been made, as in the opinion of management such impairment in value of investment is of temporary in nature and being non-current investment has been carried at cost.

Note- 38

The provisions of sections 135 of Companies Act, 2013 relating to expenditure on the Corporate Social Responsibility are not applicable to the company, as networth/ Turnover/ net Profit criteria are not achieved. Note- 39

The Ministry of Corporate Affairs (MCA) notifies new Indian Accounting Standards or amendments there to. There is no such notification which would have been applicable from April 1^st 2022.

Note - 40

Borrowings from banks and financial institutions were applied for the specific purpose for which the borrowings were obtained at the balance sheet date. However, Company has not borrowed any money during the year.

Note - 41

The company does not have any relationship with companies struck off under section 248 of the Companies Act, 2013

Note - 42

During the year, the company has not been declared willful defaulter by any bank or financial institution or other

lender

Note- 43

There is no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period Note- 44

Previous Years figures have been re-arranged/re-grouped, wherever necessary to confirm to current year classification, all amount shown in Rupees Lakhs unless otherwise specifically mentioned.

Note-45

Details of Crypto Currency or Virtual Currency

During the year, the company has not entered into any transaction related to the Crypto Currency or Virtual Currency.

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Mar 31, 2015

1. Terms/rights attached to paid up equity shares

The company has only one class of equity shares having a par value of ' 10/-. Each holder of equity shares is entitled to one vote per share.

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

2. Details of shareholders holding more than 5% shares in the company

The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, as at the balance sheet date. As per records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

The disclosure under Section 22 of Mirco, Small and Medium Enterprises Development Act, 2006 is not applicable to company as the Company is neither a trading nor a manufacturing company and accordingly do not have any such suppliers.

(Amount in Rs.)

Particulars As at 31st As at 31st March 2015 March 2014

31.03.2015 31.03.2014

3 Contingent Liabilities & Capital Commitments not provided for :- Nil Nil

4 Expenditure, Earnings and remittance in foreign currency Nil Nil

5. Related party disclosures

Related party disclosures as required by Accounting Standard (AS)-18 of The Institute of Chartered Accountants of India.

A List of related parties and relationships

a Subsidiaries

1 M/s IM Investments & Capital Private Limited

b Key Management Personnel

1 Mr. Mukesh Kumar Chaubey (CFO)

2 Mr. Rahas Bihari Panda (Company Secretary) - Period - 13.02.2015 onwards

c Enterprises over which key management personnel and their relatives exercise significant influence

1 M/s New Modern Buildwell Pvt. Ltd.

2 M/s Rudrabhishek Infrastructure Trust

In respect of loan granted to the wholly owned subsidiary Company namely IM Investments & Capital Pvt. Ltd. prior to 1st April 2014 no interest has been charged. The Company has been legally advised that the wholly owned subsidiary Company is not required to give interest for the financial year 2014-15 for the loan taken prior to 1st April 2014 under section 372 A of the erst while Companies Act 1956 as the provisions of the section 186 of the Companies Act 2013 has not been implemented with retrospective effect. This has been relied upon by the Auditors.

6. Particulars in respect of Loans and Advances in the nature of loans as required by the Listing Agreements:

7. Loans and Advances, Non-Current Investments and all other current and non-current assets are in the opinion of the management do not have a value on realisation in the ordinary course of business less than the amount at which they are stated in Balance sheet.

8. The Company is engaged in the investment Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment

9. The figures of previous period have been regrouped and reclassified wherever necessary to confirm the current period's classification

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Mar 31, 2014

1. Share Capital

Rights, preferences and restrictions attached to shares

Equity Shares: The company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held.

2. Other Current Liabilities

The company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education and Protection Fund established by the government. The Company has, in December 2013 transferred dividends to the Investor Education and Protection Fund of Rs. 1,44,923/- for the year ended March 31,2006 which have remained unclaimed / unpaid.

3. Contingent Liabilities & Capital Commitments not provided for :- (Rs. in Lacs) 31.03.2014 31.03.2013

a) Contingent Liabilities

1) Claims against the Company not acknowledged as debts Nil Nil

b) Capital Commitments

1) Estimated amount of contracts remaining to be executed on capital account (Net of Advances) Nil Nil

4. As per Accounting Standard 20 "Earning Per Share'''' issued by Institute of Chartered Accountant of India the Company gives following disclosure for the year.

5. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies

IM Investments & Capital Pvt Ltd (Formerly Known as Brescon Finance Pvt Ltd)

b) Associate companies where present directors or relatives of present director are Directors:

(i) Nusarwar Merchants Pvt Ltd.

(ii) Mermaid Dealers Private Limited.

(iii) Caravan Mercantile Private Limited

c) Associate companies where Ex-directors or relatives of Ex-director are Directors:

(i) Brescon Research Private Limited

(ii) Ind Finance & Securities Trust Private Limited

(iii) Brescon Marketing Services Private Limited

(iv) I Tenable India Ltd

(v) Brescon Corporate Advisors Pvt Ltd

6. The Company is engaged in the investment Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. The figures of previous period have been regrouped and reclassified wherever necessary to confirm the current period''s classification.

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Mar 31, 2013

1. Consolidated Financial Results :-

Consolidated financial statements forming part of the accounts with the auditor''s report thereon are attached herewith.

2. Contingent Liabilities & Capital Commitments not provided for :-

(Rs. in Lacs)

31.03.2013 31.03.2012

a) Contingent Liabilities

1) Claims against the Company not acknowledged as debts Nil Nil

b) Capital Commitments

1) Estimated amount of contracrs remaining to be executed Nil Nil on capital account (Net Advance)

3. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director as under :- Salary Rs. 27,00,000/- (till 30.06.2012) Previous Year Rs. 1,08,00,000/-)

Central Government has approved remuneration to the tune of Rs..9.00 Lacs per month vide latter no. A-68187376-CL. VII dated 18th May 2012 hence calculation of Remuneration in accordance with Section 309 (5) of the Companies Act, is not applicable.

4. Expenditure, Earnings, and remittance in foreign currency ( Rs. in Lacs)

1. Expenditure (Travelling) - Rs. Nil (Previous year Rs. Nil)

2. Earnings (Advisory Fees) - Rs. Nil (Previous year Rs. Nil)

5. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary CompaniesBrescon Finance Pvt. Ltd

b) Associate companies where present directors or relatives of present director are Directors: (i) Nusarwar Merchants Pvt Ltd.

(ii) Mermaid Dealers Private Limited. (iii) Caravan Mercantile Private Limited

c) Associate companies where Ex-directors or relatives of Ex-director are Directors: (i) Brescon Research Private Limited

(ii) Ind Finance & Securities Trust Private Limited (iii) Brescon Marketing Services Private Limited (iv) I Tenable India Ltd (v) Brescon Corporate Advisors Pvt Ltd

d) Key Management Personnel

(i) Kamlesh Agarwal - Director

(ii) Vinit Agarwal - Director

(iii) Ankit Choudhary

(iv) Nirmal Gangwal - Ex Managing Director

6. The Company is engaged in the investment Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. SALE OF ADVISORY BUSINESS

During the year Company has entered into binding business transfer agreement and ancillary agreement / deeds on 2nd July 2012 to transfer the Advisory Business Undertaking of the Company comprising all its business in respect of the same including the assets, employees, ongoing clients, suppliers and other partner relationships and including verbal agreements and formal contracts, mandates, causes of actions, claims and all other assets and properties, tangible assets, intangible assets (including Trademarks), not stated herein but related to Advisory Business Undertaking as well as all liabilities relating to the Advisory Business Undertaking as a going concern on slump sale basis, to Brescon Corporate Advisors Pvt. Ltd (which was wholly owned subsidiary Company )as a going concern on slump sale basis.The Above transaction is in accordance with the approval given by the Board of Directors at its meeting dated February 2, 2012 and subsequently approved by the shareholders by Postal ballot on March 22, 2012.

8 CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY TO THE ACQUIRER AND TO INDUCT THE ACQUIRER AS THE PROMOTERS OF THE COMPANY.

M/s. Nusarwar Merchants Private Limited has become the new promoter of the Company upon acquisition of 11,81854 (33.75%) equity shares through the Share Purchase Agreement dated 29th September, 2012 and 1,99,716 (5.70%) through open offer, Consequently, the management control of the Company has vested in M/s. Nusarwar Merchants Private Limited with effect from 14.02.2013 and existing promoters have ceased to be the promoters of the Company.

9. The figures of previous period have been regrouped and reclassified wherever necessary to confirm the current periods classification.

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Mar 31, 2012

1. Shares reserved for issue under options

Refer note 24 for details of shares to be issued under the Employee Stock Option Plan.

(a) The disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 is not applicable to our company as we are neither a trading nor a manufacturing company and accordingly do not have any such suppliers.

(a) The company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education and Protection Fund established by the government. The Company has, in September 2011 transferred dividends to the Investor Education and Protection Fund of Rs 1,05,100/- for the year ended March 31,2004 which have remained unclaimed / unpaid.

(a) The diminution of Rs 132.15 Lacs (Previous Year Rs 285.46 Lacs) in the value of non current long term investments in quoted equity instruments has not been provided as in the view of the management such diminution is temporary in nature and as such there is no requirement of making any provision.

(a) The Company has unadjusted Capital Loss under the Income Tax Act, 1961. However as a matter of prudence and in the absence of virtual certainty of sufficient future taxable Capital Gains, deferred tax asset on the same has not been recognised in accounts.

(a) Liability for gratuity as at the year end is provided on the basis of actuarial valuation and funded with Life Insurance Corporation of India. The Company has taken a Key Man Insurance Policy of the Managing Director with Life Insurance Corporation of India.

2. consolidated Financial Results :-

Consolidated financial statements forming part of the accounts with the auditor's report thereon are attached herewith.

3. contingent Liabilities & capital commitments not provided for :-

(Rs in Lacs) 31.03.2012 31.03.2011

a) contingent Liabilities

1) Claims against the Company not acknowledged as debts Nil Nil

b) capital commitments

1) Estimated amount of contracts remaining to be Nil 239.60 executed on capital account (Net of Advances)

4. The company had introduced stock option scheme for its employees / directors in the year 2006.

The Board vide its resolution dated May 18, 2006 approved ESOP 2006 for granting Employee Stock Options in the form of Equity Shares linked to the completion of a minimum period of continued employment to the eligible employees of the Company monitored and supervised by the Compensation Committee of the Board of Directors in compliance with the provisions of SEBI (Employee Stock Option Scheme And Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) and amendments thereof from time to time. The eligible employees, including directors, for the purpose of ESOP 2006 will be determined by the Compensation Committee from time to time.

The Company has adopted the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payment issued by the Institute of Chartered Accountants of India" in respect of stock options granted. The value of the underlying Shares has been determined by an independent valuer. The fair values of the option have been calculated using the Black- Scholes Option pricing formula.

5. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director, as under :- Salary Rs 1,08,00,000/- (Previous Year Rs 1,08,00,000/-)

Central Government has approved remuneration to the tune of Rs .9.00 Lacs per month vide latter no.A-68187376-CL.VII dated 18th May 2010 hence calculation of Remuneration in accordance with Section 309(5) of the Companies Act,1956 is not applicable.

6. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies :

Brescon Finance Private Limited (formerly known as Cognizant Finance Pvt. Ltd.)

Brescon Corporate Advisors (P) Limited (formerly known as Brescon Fund Advisors Pvt. Ltd.)

b) Associate companies where managing directors or relatives of managing director are Director

(i) Brescon Research Private Limited

(ii) Ind Finance & securities Trust Private Limited

(iii) Brescon Marketing Service Private Limited

(iv) I Tenable India Limited

c) Key Management Personnel

(i) Nirmal Gangwal - Managing Director

7. The Company is engaged in the intermediation and advisory services of Debt Resolution & Recapitalisation, Debt Syndication and Other Corporate Financial Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

8. Till the year ended 31 March 2011, the company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended 31 March, 2012 the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company. the company has reclassified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

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Mar 31, 2011

1. Consolidated Financial Results :-

Consolidated financial statements forming part of the accounts with the auditor's report thereon are attached herewith.

2. Contingent Liabilities not provided for :-

(Rs. in Lacs)

31.03.2011 31.03.2010

1) Estimated amount of contracts remaining to be executed 239.60 Nil on capital account (Net of Advances)

2) Uncalled liabilities of partly paid-up convertible warrants

a) 4.77 Lacs fully convertible warrants of Multi-Flex Lami Print Ltd. Nil 240.34 of payable @ Rs.50.35 each

3. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director, as under :- Salary Rs.1,08,00,000/- (For 12 Months) (Previous Year Rs. 81,00,000/- for 9 Months.)

4. Expenditure, Earnings, and remittance in foreign currency (Rs. in Lacs)

1. Expenditure (Travelling) - Rs.0.46 (Previous year Rs. 1.10 )

2. Earnings (Advisory Fees) - Rs.Nil (Previous year Rs. 12.13 )

5. The disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 is not applicable to our company as we are neither a trading nor a manufacturing company and accordingly do not have any such suppliers.

6. The Company is engaged in the intermediation and advisory services of Debt Resolution & Recapitalisation, Debt Syndication and Other Corporate Financial Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies

Cognizant Finance Pvt. Ltd.

b) Associate companies where managing directors or relatives of managing director are Directors.

(i) Brescon Research Pvt. Ltd.

(ii) Ind Finance & securities Trust Pvt. Ltd.

(iii) Brescon Marketing Service Pvt. Ltd.

(iv) Deep Investrade (Bombay) Pvt. Ltd.

(v) I Tenable India Ltd.

c) Key Management Personnel

(i) Nirmal Gangwal - Managing Director

8. Diminution in Value of Long Term Investment

The diminution of Rs 285.46 Lacs (Previous Year Rs 38.49 Lacs) in the value of long term investments in quoted equity shares and diversified Mutual Fund Schemes has not been provided as in the view of the management such diminution is temporary in nature and as such there is no requirement of making any provision.

9. During the financial year 2006-07 the Company had subscribed fully convertible 4,77,334 Warrants of Multi Flex Lami Print Ltd @ Rs. 53 per warrants. By making a payment of 5% i.e. Rs 2.65 per Warrant. The Company was entitled to apply for and be allotted 4,77,334 equity shares at a price of Rs 53/- per share on payment of the balance amount. The last date for such payment was 07.09.2010. Due to subdued and delay in IPO by the Multi Flex Lami Print Ltd , the Company has decided not to exercise its option by not paying the balance amount due against the Warrants. In terms of the provisions of Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, Multi Flex Lami Print Ltd forfeited the said Warrants. The loss amounting to Rs.12,64,936/- due to forfeiture of Warrants has been shown under the head loss on sale of investment.

10. The figures of the previous year have been regrouped and recast wherever necessary to confirm to the groupings of the current year.

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Mar 31, 2010

1. Consolidated Financial Results :-

Consolidated financials statements forming part of the accounts with the auditors report thereon are attached herewith.

2. Contingent Liabilities not provided for:- (Rs.in Lacs)

31.03.2010 31.03.2009

1) Estimated amount of contracts remaining to be executed on capital account Nil Nil

2) Uncalled liabilities of partly paid-up convertible warrants

a) 4.77 Lacs fully convertible warrants of Multi-Flex Lami Print Ltd. 240.34 240.34 of payable @ Rs.50.35 each

3. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director, as under :- Salary Rs.81,00,000 /- (For 9 Months) (Previous Year Rs. 12,00,000/- for 4 Months.)

4. Expenditure, Earnings, and remittance in foreign currency (Rs. in Lacs)

1. Expenditure (Travelling) - Rs. 1.10 (Previous year Rs. 5.35 )

2. Earnings (Advisory Fees) - Rs.12.13 (Previous year Rs. Nil)

5. The disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 is not applicable to our company as we are not a trading company and accordingly do not have any such suppliers.

6. The Company is engaged in the intermediation and advisory services of Debt Resolution & Recapitalisation, Debt Syndication and Other Corporate Financial Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies Cognizant Finance Pvt. Ltd.

b) Associate companies where Relatives of the Managing Director / Chief Executive Officer are Directors.

(i) Brescon Research Pvt. Ltd. (ii) Ind Finance & securities Trust Pvt. Ltd. (iii) Brescon Marketing Service Pvt. Ltd. (iv) Deep Investrade ( Bombay ) Pvt. Ltd.

c) Key Management Personnel

(i) Nirmal Gangwal - Managing Director / Chief Executive Officer

(ii) N.D. Prabhu - Chairman

(iii) C.L. Jain - Director

(iv) Premchand Godha - Director

(v) B.Vasanthan - Director

d) Relative of Key Manager Personnel

(i) Pooja Gangwal - Head - HR

8. Diminution in Value of Long Term Investment

The diminution of Rs 38.49 lacs (Previous Year Rs 493.98 lacs) in the value of long term investments in quoted equity shares and diversified Mutual Fund Schemes has not been provided as in the view of the management such diminu- tion is temporary in nature and as such there is no requirement of making any provision.

9. The figures of the previous year have been regrouped and recast wherever necessary to confirm to the groupings of the current year.