3.14 Provisions and contingencies
Provisions

Provisions are recognised when the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. If the effect of the time
value of money is material, provisions are discounted using equivalent period
government securities interest rate. Unwinding of the discount is recognised in the
Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
balance sheet date and are adjusted to reflect the current best estimate.

Contingencies

Contingent liabilities are disclosed 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 will be required to settle or a
reliable estimate of the amount cannot be made. Information on contingent liability
is disclosed in the Notes to the Financial Statements. Contingent assets are not
recognised. However, when the realisation of income is virtually certain, then the
related asset is no longer a contingent asset, but it is recognised as an asset.

3.15 Cash Flow Statement

Cash flows are reported using indirect method, whereby net profits before tax is
adjusted for the effects of transactions of a non-cash nature and any deferrals
or accruals of past or future cash receipts or payments and items of income or
expenses associated with investing or financing cash flows. The cash flows from
regular revenue generating (operating activities), investing and financing activities
of the Company are segregated.

3.16 Recent accounting development
Standards issued but not yet effective:

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to
the existing standards under Companies (Indian Accounting Standards) Rules as
issued from time to time. For the year ended March 31,2025, MCA has not notified
any new standards or amendments to the existing standards applicable to the
Company.

3.17 Current /non-current classification

The Company presents assets and liabilities in statement of financial position
based on current/non-current classification.

The Company has presented non-current assets and current assets before equity,
non-current liabilities and current liabilities in accordance with Schedule III, Division
II of Companies Act, 2013 notified by MCA.

An asset is classified as current when it is:

a) Expected to be realised or intended to be sold or consumed in normal
operating cycle,

b) Held primarily for the purpose of trading,

c) Expected to be realised within twelve months after the reporting period, or

d) Cash or cash equivalent unless restricted from being exchanged or
used to settle a liability for at least twelve months after the reporting
period.

All other assets are classified as non-current.

A liability is classified as current when:

a) It is expected to be settled in normal operating cycle,

b) It is held primarily for the purpose of trading,

c) It is due to be settled within twelve months after the reporting period, or

d) There is no unconditional right to defer the settlement of the liability for at
least twelve months after the reporting period.

All other liabilities are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing
and their realisation in cash or cash equivalents.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

4. Critical accounting estimates, assumptions and judgements

In the process of applying the Company's accounting policies, management has made
the following estimates,assumptions and judgements, which have significant effect on the
amounts recognised in the financial statement:

(a) Income taxes

Management judgment is required for the calculation of provision for income taxes
and deferred tax assets and liabilities. The Company reviews at each balance sheet
date the carrying amount of deferred tax assets. The factors used in estimates
may differ from actual outcome which could lead to significant adjustment to the
amounts reported in the financial statements.

(b) Contingencies

Management judgement is required for estimating the possible outflow of
resources, if any, in respect of contingencies/claim/litigations against the Company
as it is not possible to predict the outcome of pending matters with accuracy.

(c) Allowance for uncollected accounts receivable and advances

Trade receivables do not carry any interest and are stated at their normal value
as reduced by appropriate allowances for estimated irrecoverable amounts.
Individual trade receivables are written off when management deems them not to
be collectible.

Impairment is made on the expected credit losses, which are the present value of
the cash shortfall over the expected life of the financial assets.

(i) 2000000 Convertible Warrants (“Warrant A”) at an issue price of Rs. 65.25/-

aggregating to Rs. 1305.00 Lakhs were allotted on Preferential basis to the
Promoter Category of the Company giving an option to apply for and be allotted
1 (one) Equity Share of Rs. 10/- of the Company against each warrant, any
time within a period of 12 (twelve months) from the date of allotment of such
warrants.

Thereafter, the option for allotment was exercised by holders of Warrant A and
on payment of the balance 75% amount, 2000000 Equity Shares of face value
of Rs. 10 each were allotted on 27th March 2025.

ii) 1500000 Convertible Warrants (“Warrant B”) at an issue price of Rs. 65.25/-
aggregating to Rs. 978.75 Lakhs were allotted on Preferential basis to the Non¬
Promoter Category giving an option to apply for and be allotted 1 (one) Equity
Share of Rs. 10/- of the Company against each warrant, any time within a period
of 18 (eighteen months) from the date of allotment of such warrants.

19.2 Terms / rights attached to the Equity Shares

Issued Share capital of the Company has only one class of shares referred to as
equity shares having Par value of Rs.10/.Each holder of Equity Shares is entitled to
One vote per share. In the event of the Liquidation of the company,the holder of equity
shares will be entitled to receive any of the remaining assets of the company,after
distribution of all Preferential amounts.The distribution will be in proportion to the
number of equity shares held by the shareholders. The dividend proposed by the
board of directors is subject to the approval of the sharehlders in the ensuing Annual
General Meeting except in case of interim dividend.

Capital Redemption reserve represents the statutory reserve created when capital is
redeemed.

Securities Premium

Securities premium represents amount received in excess of face value of the equity
shares. The Securities premium can be applied by the company for limited purposes such
as issuance of bonus shares, buy back of shares etc. in accordance with the provisions of
Section 52 of the Companies Act, 2013.

Business Reorganization Reserve

The reserve was created pursuant to scheme of arrangement.

General Reserve

General Reserve represents the statutory reserve, in accordance with indian Corporate
law wherein a portion of profit is apportioned to general reserve. Under Companies
Act, 1956 it was mandatory to transfer amount before a company can declare dividend.
However, under Companies Act, 2013 transfer of any amount to General Reserve is at the
discretion of the Company.

Statutory Reserve

In the past years Statutory Reserve created by M/s Pisces Portfolio Private Limited
and appearing in its books was transferred to the Company on its amalgamation with
the Company. The said Statutory Reserve being no longer required to be maintained the
amount of Rs. 12.59 Crores lying therein has been transferred to retained earnings.
Equity Component of Compound financial instruments

The company has taken interest free inter corporate loan and interest free loan from
director. The same has been presented as compound financial instrument i.e. present
value of principle amount is presesented as financial liablitity in Non Current Borrowing in
note no. 21 and the difference between transaction value and its fair value is recognised
as equity component of compound financial instruments in other equity.

Retained Earnings

Retained earnings or accumulated surplus represents total of all profits retained since
Company's inception. Retained earnings are credited with current year profits, reduced
by losses, if any, dividend payouts, transfers to General reserve or any such other
appropriations to specific reserves. Debit balance in retained earnings represents balance
of accumulated losses.

Other Comprehensive Income

Remeasurement gain/ (losses) on defined benefit plan

The Company recognises change on account of remeasurement of the net defined benefit
liability/(asset) as part of other comprehensive income.

Term Loan - (1) For Loan amount of Rs 64.80 Crore, the Rate of Interest is
1.45% over and above Bank's one year MCLR (upto 27.02.2024) and 9.25%
p.a. fixed (upto 28.02.2026) and 2.75% over and above Repo Rate and (2)
For loan amount of Rs. 104.33 Crore the Rate of Interest for first five years
was 5.66% (upto 26.12.21), 3.89% (from 27.12.21 to 11.03.25) over and above
Bank's Overnight MIBOR. With effect fron 11.03.2025, the rate get fixed at 9%
till 28.02.2026 and thereafter the rate will be 2.75% over and above Bank's
Repo Rate.

As per the sanction, the term loan was repayable in quarterly installments
commencing from May 2020 and ending in August 2033. However,
In terms of RBI notification number - RBI/2019-20/186 (DOR No.BP.
BC.47/21.04.048/2019-20) dated 27th, March 2020 and RBI/2019-20/244
(DOR.No.BP.BC.71/21.04.048/2019-20) dated 23rd May 2020, the Company
had applied to the Bank for a moratorium on repayment of loan, based on which
the tenure of the loan moved ahead by 6 months. Accordingly, the quarterly loan
repayments started from November 2020 and the last installment will be due in
February 2034.

(i) (b) Working Capital Term Loan From Indusind Bank (GECL-2.0)

Secured by way of second charge over all the existing primary & collateral
securities including mortages created in favour of the Indusind bank.

Working Capital Term Loan of Rs. 35.34 Cr. sanctioned under ECLGS of
NCGTC. The Rate of Interest is linked to one of the external benchmark lending
rate prescribed by RBI (for MSMEs)/ marginal cost of lending rate (or non
MSMEs) 1% but subject to a cap of 9.25% per annum.

As per the sanction, the working capital term loan is repayble in 48 equal
instalments starting from January 2022 and the last installment will be due in
December 2025.

(i) (c) Working Capital Term Loan From Indusind Bank (GECL-3.0)

Secured by way of second charge over all the existing primary & collateral
securities including mortages created in favour of the Indusind bank.

As per the sanction, the working capital term loan is repayble in 48 equal
instalments starting from September 2023 and the last installment will be due in
August 2027.

Unsecured

(i) Working Capital Term Loan (GECL-2.0) from State Bank of India

Secured by way of equitable mortgage of Residential Property bearing no.
C-2/7,Safdarjung Development Area ,New Delhi belonging to Sh. Lalit Bhasin -
director of the company and also his personal guarantee. The Rate of Interest is 1%
above 6 months MCLR but subject to a cap of 9.25% per annum. As per the sanction,
the working capital term loan is repayble in 48 equal instalments starting from March
'2022 and the last installment will be due in January 2026.

(ii) Working Capital Term Loan (GECL-3.0) from State Bank of India

Secured by way of equitable mortgage of Residential Property bearing no.
C-2/7,Safdarjung Development Area ,New Delhi belonging to Sh. Lalit Bhasin -
director of the company and also his personal guarantee. The Rate of Interest is
1% above EBLR but subject to a cap of 9.25% per annum. As per the sanction, the
working capital term loan is repayble in 48 equal instalments starting from June 2023
and the last installment will be due in Apr 2027.

(iii) Debt Component of compounded financial instruments

The Loans are repayable after 3 years starting from date of agreement i.e. 01.04.2022
and carries interest @ 10% p.a.

* The figures shown above are net of Ind-AS adjustments. The gross amount as on
31.03.2025 is Rs. 2.50 Crores. (P.Y. Rs. 3.60 Crores).

(iv) Preference Shares carries 9% coupon rate of dividend (Non-Cumulative).The holders
of Preference Shares shall not be entitled to receive notice of or to attend and vote
at General meetings of the Equity Shareholders of the Company .The holders of
Preference Shares shall be entitled to attend meetings and vote (one vote per
share) only on the Resolutions directly affecting their rights. Also the Preference
Shareholders shall not be entitled to any bonus or right issue etc. of Equity Shares
or other Securities of the Company.The Preference Shares shall carry a preferential
right over the Equity Shares of the Company as regards to payment of Dividend and
as regards to repayment of the Capital in the event of winding up of the Company.

37. FINANCIAL RISK MANAGEMENT
FINANCIAL RISK FACTORS

The Company's principal financial liabilities, comprise borrowings, trade and other
payables. The main purpose of these financial liabilities is to manage finances for the
Company's operations. The Company has short term trade receivable and bank deposits
which are under lien with banks for availing credit facilities. The Company's activities
expose it to a variety of financial risks:

i) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market prices. Market prices comprise three
types of risk: currency rate risk, interest rate risk and other price risks, such as equity
price risk and commodity risk. Financial instruments affected by market risk include
loans and borrowings, deposits and investments. Foreign currency risk is the risk that
the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. Interest rate risk is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. This is based on the financial assets and financial liabilities held as of
March 31, 2024 and March 31,2025.

ii) Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial
instrument or customer contract, leading to a financial loss.

iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future
cash and collateral obligations without incurring unacceptable losses.

The Company's overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.

Market Risk

The sensitivity analysis excludes the impact of movements in market variables on the
carrying value of post-employment benefit obligations provisions and on the non-financial
assets and liabilities. The sensitivity of the relevant Statement of Profit and Loss item is
the effect of the assumed changes in the respective market risks. The Company's activities
expose it to a variety of financial risks, including the effects of changes in foreign currency
exchange rates and interest rates. However, such effect is not material.

(a) Foreign exchange risk and sensitivity

The Company transacts business primarily in Indian Rupee. However, the Company
has transactions in USD, Euro, GBP and others. The Company has negligible foreign
currency trade payables and is therefore, foreign exchange risk, is not material.
There are no other foreign currency monetary items, so the company does not face
any foreign exchange risk.

CREDIT RISK

The Company is not significantly exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including deposits with banks
which are under lien with banks for availing credit facilities.

TRADE RECEIVABLES

The Company extends credit to corporate customers in normal course of business. The
Company considers factors such as credit track record in the market and past dealings for
extension of credit to customers. The Company monitors the payment track record of the
customers. Outstanding customer receivables are regularly monitored. However, average
credit period to customers is approximately fourteen days. The company does not allow
any credit period in respect of Walk-in Customers and is therefore not exposed to at any
credit risk.

LIQUIDITY RISK

The Company's objective is to maintain optimum levels of liquidity to meet its cash and col¬
lateral requirements. In case of temporary short fall in liquidity to repay the bank borrowing/
operational short fall, promoters envisage to infuse capital and loans.

The table below provides undiscounted cash flows towards non-derivative financial lia¬
bilities into relevant maturity based on the remaining period at the balance sheet to the
contractual maturity date.

CAPITAL RISK MANAGEMENT

The Company aim to manage its capital efficiently so as to safeguard its ability to continue
as a going concern and to optimise returns to shareholders.

The capital structure of the Company is based on management's judgement of the appro¬
priate balance of key elements in order to meet its strategic and day-to-day needs. The
Company's primary objective when managing capital is to ensure the amount of capital in
proportion to risk and manage the capital structure in light of changes in economic condi¬
tions and the risk characteristics of the underlying assets. In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.

The Company's policy is to maintain a stable and strong capital structure with a focus
on total equity so as to maintain investor, creditors and market confidence and to sustain
future development and growth of its business. The Company will take appropriate steps in
order to maintain, or if necessary adjust, its capital structure.

The Company monitors capital using a gearing ratio, which is net debt divided by total
capital. Net debt is calculated as loans and borrowings less cash and cash equivalents.

FAIR VALUE HIERARCHY

The Company measures financial instruments at fair value in accordance with the
accounting policies mentioned above. Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either:

Fair values are categorised into different levels in a fair value hierarchy based on the inputs
used in the valuation techniques as follows:

• Level 1: Quoted prices/NAV for identical instruments in an active market;

• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: Inputs which are not based on observable market data.

When measuring the fair value of an asset or a liability, the Company uses observable
market data as far as possible. If the inputs used to measure the fair value of an asset or a
liability fall into different levels of the fair value hierarchy, then the fair value measurement
is categorised in its entirety in the same level of the fair value hierarchy as the lowest level
input that is significant to the entire measurement. The Company recognises transfers
between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.

The following table provides the fair value measurement hierarchy of Company’s
asset and liabilities, grouped into Level-1 to Level-2 as described below:

ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS (ACCOUNTED)

45. IMPAIRMENT REVIEW

Assets are tested for impairment whenever there are any internal or external indicators of
impairment.

Impairment test is performed at the level of each Cash Generating Unit ('CGU') or groups
of CGUs within the Company at which the goodwill or other assets are monitored for
internal management purposes, within an operating segment.

The impairment assessment is based on higher of value in use and value from sale
calculations.

During the year, the testing did not result in any impairment in the carrying amount of
goodwill and other assets.

The measurement of the cash generating units' value in use is determined based on
financial plans that have been used by management for internal purposes. The planning
horizon reflects the assumptions for short to- midterm market conditions.

Key assumptions used in value-in-use calculations:

- Operating margins (Earnings before interest and taxes)

- Discount rate

- Growth rates

- Capital expenditures

Operating margins: Operating margins have been estimated based on past experience
after considering incremental revenue arising out of adoption of valued added and data
services from the existing and new customers, though these benefits are partially offset by
decline in tariffs in a hyper competitive scenario. Margins will be positively impacted from
the efficiencies and initiatives driven by the Company; at the same time, factors like higher
churn, increased cost of operations may impact the margins negatively.

47. Pending Litigations

The Contingent liability in respect of pending litigations is disclosed in note no. 42. In
addition, the company is subject to legal proceedings and claims, which have arisen in
the ordinary course of business. The company's management does not reasonably expect
that the above legal claims and proceedings, when ultimately concluded and decided will
have a material and adverse effect on the company's results of operations or financial
statements.

48. Corporate Social Responsibility

The company was not required to spend any amount on Corporate social responsibility
activities during the current and previous year.

49. Negative Working Capital

As at the year end, the Company's current liabilities have exceeded its current assets by
Rs. 2009.09 Lakh (P.Y. Rs. 7598.41 Lakh) primarily due to liability on account of borrowing
and trade payable. Management is confident of its ability to generate cash inflows from
operations and also raise long term funds to meet its obligations on due date.

50. The Company did not have any long term contracts including derivative contracts for which
there were any material foreseeable losses.

51. The Company holds 58588 equity shares in its name as trustee in its depository account,
These shares are a result of fractional entitlement under its Scheme of Arrangement.

52. Lease

Expenses recognised in the statement of profit & loss in respect of lease for current year
Rs. Nil (Previous year Rs. Nil /-).

53. Other statutory information

i) The Company does not have any Benami property, where any proceeding has been
initiated or pending against the Group for holding any Benami property.

ii) The Company does not have any charges or satisfaction which is yet to be registered
with ROC beyond the statutory period

Note: - In the absence of purchase price of share held by struck off companies face value is considered for reporting purpose.

iv) 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) Rules, 2017 for the
financial years ended March 31, 2025 and March 31,2024.

v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

vi ) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary
shall:

(a) 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

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

vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that
the Group shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

viii) The Company has not any such transaction 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 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

ix) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

55. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year's classification.

The accompanying notes form an integral part of the Standalone Financial Statements
As Per our Report attached on even date

FOR N. C. AGGARWAL & CO. FOR AND ON BEHALF OF THE BOARD

CHARTERED ACCOUNTANTS
Firm Registration Number : 003273N

Sd/- Sd/- Sd/-

G. K. AGGARWAL LALIT BHASIN ANIL GOYAL

(PARTNER) (CHAIRMAN) (DIRECTOR)

Membership No.:086622 DIN:00002114 DIN:00001938

Sd/- Sd/-

PRAVEEN GUPTA N V K RAO

PLACE: GURUGRAM (CHIEF FINANCIAL OFFICER) (COMPANY SECRETARY)

DATED: 12TH MAY, 2025 PAN:AAEPG1976F ACS M.NO.A35382