REGISTERED NUMBER: 11306521 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

FOR

PAYASH SECURITIES PRIVATE LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr A M Bhanshali

Mr G Jain

Mr B P Dusara

Mr S Jain

Mr S Madaan

REGISTERED OFFICE:

1 Doughty Street

London

WC1N2PH

REGISTERED NUMBER:

11306521 (England and Wales)

AUDITORS:

PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

FIXED ASSETS

Investments

4

878,376

2,715,126

CURRENT ASSETS

Debtors

5

8,665,106

8,919,845

Cash at bank

8,195,829

6,052,222

16,860,935

14,972,067

CREDITORS

Amounts falling due within one year

6

79,877

109,441

NET CURRENT ASSETS

16,781,058

14,862,626

TOTAL ASSETS LESS CURRENT LIABILITIES

17,659,434

17,577,752

CREDITORS

Amounts falling due after more than one year

7

-

9,150,457

NET ASSETS

17,659,434

8,427,295

CAPITAL AND RESERVES

Called up share capital

8

9,192,408

10,000

Share premium - equity

conversion account

9

-

1,910,583

Share premium

9

1,984,045

-

Fair value reserve

9

15,529

227,764

Retained earnings

9

6,467,452

6,278,948

SHAREHOLDERS' FUNDS

17,659,434

8,427,295

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 11th July 2025 and were signed on its behalf by:

Mr G Jain - Director

1.	STATUTORY INFORMATION

Payash Securities Private Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The directors have reviewed the company's affairs as at the balance sheet date, and projection for the next year.The parent company has given assurance of continuous support and no material uncertainties that may cast significant doubt about the ability of the company to continue as going concern have been identified.

These financial statements have accordingly been prepared on the going concern basis.

Significant judgements and estimates

The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the Balance Sheet, the Income Statement and the disclosures in the notes to the financial statements at the date of the financial statements. The estimates and associated assumptions are based on historical experience and other factors that are considered to the relevant. These are reviewed on an ongoing basis. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company as at the balance sheet date are discussed below.

- Investments in unlisted companies whose fair values cannot be reliably measured are included at cost less impairment provision as at the balance sheet date. Due to the nature of the investment in unlisted companies, financial and other information is not always available for management to perform an impairment review. For this reason, management has to form an opinion based on the limited set of information that they have access to on the unlisted investment.

- Market interest rates: The application of the UK GAAP requires that loans at non-market interest rates are recognised initially at the present values of the future payments discounted at a market rate of interest for a similar debt instrument. The market rate of interest for a similar debt instrument is not always known as this depends on a number of factors such as the borrower's credit standing, quality and size of collateral, the loan amounts, relationship with the lender and the lender's other criteria. The directors have used market information such as base rates and fed rates at the time the loans were issued as well as their experience in dealing with financial securities to determine the market rate of interest on such loans.

Revenue

Interest Income

Interest income is recorded on the accrual basis.

Dividend income

Dividend income is recognised when the right to receive payment is established on the ex-dividend date.

All other income is accounted for on a time-apportioned accruals basis in the Income Statement.

Transaction and finance costs and management expenses

Transaction costs are costs incurred to acquire financial assets or liabilities at fair value through profit or loss. They include fees and commissions paid to agents, advisers, brokers and dealers. Transaction costs, when incurred, are immediately recognised in profit or loss as an expense.

All expenses and finance costs are accounted for on an accruals basis in the Income Statement.

Derivative financial instruments

Derivative financial instruments are recognised at fair value using a valuation technique with any gains or losses being reported in profit or loss. Outstanding derivatives at reporting date are included under the appropriate format heading depending on the nature of derivative.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Fixed asset investments

The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. The portfolio of financial assets is managed and its performance evaluated on a fair value basis.

Investments are measured initially at cost and at subsequent reporting dates at fair value and derecognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time-frame of the relevant market. For listed investments this is deemed to be bid market prices or closing prices.

When it is not possible to measure the fair value of investments reliably, these investments are shown at cost less impairment.

Changes in fair value of investments, realised gains and losses on disposals are also recognised in the Income Statement as capital items.

Cash and cash equivalents

Cash equivalents include money market funds and highly liquid investments with a maturity of ninety days or less when purchased. Cash equivalents also include cash held with brokers and investment managers.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Other

investments

£

COST OR VALUATION

At 1st April 2024

2,715,126

Additions

201,308

Disposals

(2,072,135

)

Revaluations

34,077

At 31st March 2025

878,376

NET BOOK VALUE

At 31st March 2025

878,376

At 31st March 2024

2,715,126

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Other debtors

162,106

210,045

Amounts falling due after more than one year:

Amounts owed by group undertakings

8,503,000

8,709,800

Aggregate amounts

8,665,106

8,919,845

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Taxation and social security

67,877

94,703

Other creditors

12,000

14,738

79,877

109,441

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

-

9,150,457

As at 31 March 2024, the company had an outstanding balance of £9.150 million owed to its parent undertaking in the form of convertible zero coupon bonds. During the financial year, it was resolved to convert these bonds into equity. Consequently, on 10 March 2025, the company issued 9,182,408 new ordinary shares to the parent undertaking. These shares rank pari passu with the existing ordinary shares in all respects.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

9,192,408

Ordinary

£1

9,192,408

10,000

As at 31 March 2024, the company had an outstanding balance of £9.150 million owed to its parent undertaking in the form of convertible zero coupon bonds (ZCBs).

During the financial year, it was resolved to convert these bonds into equity. Consequently, on 10 March 2025, the company issued 9,182,408 new ordinary shares of £1.00 each to the parent undertaking in full settlement of the outstanding bond balance. This transaction was effected in accordance with the respective bond agreements, which allowed for conversion at the following predetermined rates:

Series

Date of allotment

No. of ZCBs alloted

Face Value

Conversion Rate

No. of Ordinary Shares

I

20/11/2018

1,000,000

£1.00

1:1

1,000,000

II

13/12/20219

5,000,000

$1.00

1:1

3,870,058

III

30/12/2019

5,000,000

$1.00

1:1

3,870,058

IV

25/08/2021

1,000,000

$1.00

1:1.75

442,292

Total number of shares issued on conversion

9,182,408

The new shares issued rank pari passu with the existing ordinary shares in all respects.

9.

RESERVES

Share

premium -

equity

Fair

Retained

conversion

Share

value

earnings

account

premium

reserve

Totals

£

£

£

£

£

At 1st April 2024

6,278,948

1,910,583

-

227,764

8,417,295

Deficit for the year

(23,731

)

(23,731

)

Share issue

-

(1,910,583

)

1,984,045

-

73,462

Transfer

212,235

-

-

(212,235

)

-

At 31st March 2025

6,467,452

-

1,984,045

15,529

8,467,026

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Vimal Shah (Senior Statutory Auditor)

for and on behalf of PSJ Alexander & Co

11.	RELATED PARTY DISCLOSURES

The company undertook the following transactions with group companies:

2025

2024

£

£

Interest received

367,384

376,041

Interest paid

280,660

366,859

Amounts due from group undertakings at balance sheet date

8,636,051

8,847,118

Amounts due to group undertakings at balance sheet date - see below

Nil

9,150,457

As at 31 March 2024, the company had an outstanding balance of £9.150m owed to its parent undertaking in the form of convertible zero coupon bonds. During the financial year, it was resolved to convert these bonds into equity. Consequently, on 10 March 2025, the company issued 9,182,408 new ordinary shares to the parent undertaking. These shares rank pari passu with the existing ordinary shares in all respects.

12.	POST BALANCE SHEET EVENTS

Subsequent to the year-end, the company made an additional loan of $4 million to a group undertaking.

13.	ULTIMATE PARENT UNDERTAKING

The immediate and ultimate parent undertaking is Profitex Shares & Securities Private Limited, a company incorporated in India.