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

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

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

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

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

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

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

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

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

Nature and purpose of reserves :

(A) Securities premium:

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

(B) Retained earnings:

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

(C) General reserve:

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

(D) Capital redemption reserve:

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

(E) Other comprehensive income (OCI):

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

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

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

Notes

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

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

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

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

Note No 32. Related party transactions:

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

a) Subsidiary Companies:

1. VLS Securities Limited (100.00%)

2. VLS Asset Management Limited (99.15%)

3. VLS Real Estate Limited (100.00%)

b) Key Managerial Personnel (KMP):

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

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

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

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

5. Shri H Consul (Company Secretary)

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

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

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

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

c) Others:

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

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

3. Shri Ajit Kumar (Chairman, Independent Director)

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

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

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

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

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

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

10. Ms. Sadhana Mehrotra (Promoter Group)

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

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

13. South Asian Enterprises Ltd (Promoter Group)

14. VLS Commodities Private Limited (Promoter Group)

Note No 33.Capital management.

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

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

less cash and cash equivalents excluding discontinued operations.

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

Note No 34. Other Financial Information

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

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

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

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

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

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

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

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

Note No38: Financial risk management.

Risk management framework

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

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

i. Credit risk

ii. Liquidity risk

iii. Market risk

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

i. Credit risk:

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

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

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

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

Other financial assets considered to have a low credit risk:

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

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

ii. Liquidity risk

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

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

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

iii. Market risk

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

i) Equity price Risk

ii) Interest Rate Risk

iii) Currency Risk

i) Equity price Risk

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

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

ii) Interest Rate Risk

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

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

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

iii) Currency Risk /foreign exchange Risk

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

Note No 39: Employees Benefits

i. Defined Contribution Plans:

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

ii. Defined Benefit Plans

a) Funded:

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

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

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

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

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

ii Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include :

• Quoted equity investments - Quoted closing price on stock exchange

• Mutual fund - net asset value of the scheme

• Alternative investment funds - net asset value of the scheme

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

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

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

iii. Financial instruments not measured at fair value

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

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

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

Fair value measurements using significant unobservable inputs (level 3)

Note No 42: Tax Expense

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

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

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

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

(iv) Fair Value Heirarchy:

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

(v) Leasing arrangements

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

(vi) Contractual obligations

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

Note No 52: Disclosure under Ind As 116 Lease:

Leases

1 Company as a lessee:

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

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

Note No: 53: Intangible Assets under Development Ageing Schedule

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

Note No 54: Subsequent events:

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

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

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

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

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

Note No 55: Segment reporting:

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

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

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

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

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

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

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

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

vii) Utilisation of Borrowed funds and share premium: -

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

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

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

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

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

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

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

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

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

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

xii) The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). No previously unrecorded income and related assets have been recorded in the books of account during the year.

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

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

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

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

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