(o) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when an enterprise has a present obligation as a result of past event; 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 not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are not recognised in the statement of profit and loss but disclosed in the notes of financial statement. Disclosure of contingent liability is made when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of amount cannot be made.

Contingent assets neither recognised in the statement of profit and loss not disclosed in the notes to financial statement.

(p) Cash and Cash Equivalents

Cash and cash equivalents for the purposes of financial statements comprise cash with banks and cash in hand. These are highly convertible in cash and are subject to insignificant risk of changes in value.

(q) Cash Flow Statement

Cash Flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effect of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(r) Outstanding Dues of Micro & Small Enterprises

Dues outstanding to Micro & Small Enterprises Creditors are being recognized separately in the books of the company and payment of such outstanding dues are being made within the prescribed time limit i.e., within 45 days. In case of any delay of such payment, Interest is being levied as prescribed by the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act).

(s) Dividend

The Board, as they deem fit, may declare the interim dividend, one or more times in a financial year in line

with its Dividend policy. This would be in order to supplement the annual dividend or in exceptional situations. Whereas, the final dividend is paid once for the financial year after the annual accounts are prepared. The Company may consider declaring and paying dividend subject to availability of profits after providing for the expenses, depreciation and other necessary deductions and after complying with other applicable statutory provisions of the Companies Act, 2013 and to be accounted accordingly.

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors. Income tax consequences of dividends on financial instruments classified as equity will be recognized according to where the entity originally recognized those past transactions or events that generated distributable profits.

The Company declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividends after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

(t) Employee Stock Option Plan (ESOP)

The Company recognizes compensation expense relating to share-based payments in net profit based on estimated fair-values of the awards on the grant date. The estimated fair value of awards is recognized as an expense in the statement of profit and loss on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in-substance, multiple awards with a corresponding increase to share options outstanding account.

NOTE 26. NOTES TO ACCOUNTS

1. Related Party Disclosures in accordance to provisions of AS-18 Related Party Disclosure as under:

List of related parties where control exits and related parties with whom transactions have taken place and their relationships with company:

Key Managerial Personnel and Directors

• Mr. Nitesh Agarwalla, Managing Director (DIN-07468522) and Chairman

• Ms. Rinku Agarwalla, Director and CFO (DIN-09360573)

• Mr. Amarchand Agarwal, Director (DIN-07849856) (resigned on 30-Nov-2022)

• Mr. Rakesh Kumar Mittal, Director (DIN-06760395) (resigned on 30-Nov-2022)

• Mr. Ajit Kumar, Director (DIN-10356380) (joined on 20-Oct-2023)

• Mr. Ankit Rathi, Independent Director (DIN-08456577) (joined on 13-Dec-2023)

• Mr. Gaurav Maheshwari, Independent Director (DIN-10252288) (joined on 13-Dec-2023)

• Mr. Rakesh, Company Secretary (joined on 07-Dec-2023)

Relatives of Key Managerial Person

• Mr. Naresh Kumar Agarwalla

• Ms. Sudha Agarwal

• Mr. Rakesh Kumar Mittal

• Mr. Amarchand Agarwal

• Ms. Neha Agarwal

• Ms. Nidhi Lodha

• Mr. Pankaj Lodha

• Ms. Rajni Mittal

• Mr. Abhishek Agarwal

Company/Firm under same management

• Swara Fincare Limited (CIN-U65999DL2020PLC364228)

• Urban Valley Buildcon Private Limited (CIN-U70102DL2014PTC263277)

• Boatman Advisers Private Limited (CIN-U74999DL2016PTC309356)

• Boatman Logistics LLP (LLPIN-ABB-0358)

• Pastel Decor (Prop. Mr. Rakesh Kumar Mittal)

7.7 Company does not have any borrowings (Previous Year: Nil) from banks and financial institutions for the specific purpose as at the Balance Sheet date which is not utilized for that purpose.

7.8 In the opinion of the Board, all Assets (other than Property, Plant and Equipment and Intangible Assets) and Current Investments, if any, has a realisable value in the ordinary course of business which is equal to or more than value stated in the Balance Sheet of Current Period and immediately Previous Year, unless stated otherwise.

7.9 There is no Immovable Property (Previous Year: Nil) as on the Balance Sheet date, title deed of which is not held in the name of the Company.

7.10 Company has not revalued its Property, Plant and Equipment during the period (Previous Year: Nil).

7.11 Details of Loans or Advances in the nature of loans to its Promoters, Directors, KMPs and the related parties (whether repayable on demand or otherwise).

7.12 In the opinion of the management, Current Assets and Loans and Advances are of the value stated, if realized in ordinary course of business and provision for all liabilities are adequate.

7.13 Company does not have any Capital Work in Progress or Intangible Assets under development at the end of the current period (Previous Year: Nil).

7.14 There are no proceedings which have been initiated or pending against the Company for holding any benami property under Benami Transactions (Prohibition) Act, 1988 (Previous Year: Nil).

7.15 Company has filed quarterly returns or statements, if required or asked by the bank, of current assets with the bank or financial institution which, in the view of management, are in agreement with the books of accounts in current period and previous year.

7.16 The Company has not been declared as willful defaulter by any bank or financial institution or other lender

7.17 In the opinion of the management, the Company does not have any transaction with any struck off Companies during the current period and previous year.

7.18 In the opinion of the management, there is no charge or satisfaction of charge, which is yet to be registered with the Register of Companies during the current period and previous year.

7.19 Company has complied with the number of layers prescribed under Section 2(87) of Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017 during current period and previous year.

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

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

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

7.21 There is no undisclosed income during the year (Previous Year: Nil) which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

8. Long Term and Short-Term Borrowings (Secured)

Company has secured Loan (including current maturities of long term loans) of INR 89.30 (Previous Year: INR 15.15) for purchase of Assets which is secured against respective assets. Loans are repayable in monthly instalments.

There is no default by the company during the period (Previous Year - Nil) in repayment of Loan and interest thereon which is due for payment.

16. There are no discounting operations during the year (Previous Year: Nil).

17. General

17.1 Amounts of previous year have been regrouped / rearranged to reflect true and fair view of the financial statements.

17.2 Balances of Sundry Debtors, Creditors, Loans, Deposits, Advances are subject to confirmation, reconciliation and adjustments, if any.

17.3 All amounts have been rounded-off to nearest Lakhs Indian Rupees, except information related to number of shares and per share data, unless otherwise indicated.

17.4 Some small amounts may be represented by "Zero" or a "-" after conversion of amounts from absolute number to Lakhs Indian Rupees due to effect of rounding off.

As per our report of even date attached

For S I G M A C & Co. For and on behalf of the Board of Directors

Chartered Accountants

FRN - 116351W

Nitesh Agarwalla Rinku Agarwalla

Managing Director Whole Time Director

and Chairman and CFO

DIN No.-07468522 DIN No.-09360573

Rajeev Gupta

Partner

M. No. 513388 Rakesh

Company Secretary

Date: May 30, 2024 Place: Gurugram, Haryana