Notes to Accounts of ABM Knowledgeware Ltd.

Mar 31, 2025

l) Provisions and Contingencies

The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it
is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the
amount of such obligation can be reliably estimated.

If the effect of 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 increase in the provision due to the passage of
time is recognized as a finance cost.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but
probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be
measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of
resources embodying economic benefits is remote, no provision or disclosure is made.

m) Cash and Cash Equivalents

Cash and Cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances,
demand deposits with banks where the original maturity is three months or less and other short term highly liquid
investments.

n) Gratuity and other post-employment benefits

a) Short-term obligations:

Short term employee benefits are recognized as an expense at an undiscounted amount in the Statement of Profit
and Loss of the year in which the related services are rendered.

b) Post-employment obligations:

The Company operates the following post-employment schemes:

- Defined benefit plan such Gratuity and

- Define Contributions plans such as Provident Fund:

The liability or asset recognized in the Balance Sheet in respect of defined benefit gratuity plans is the present value of the

defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation
is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to the
terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognized at amount net of taxes in the period in which they occur, directly in Other Comprehensive Income. They are
included in retained earnings in the statement of changes in equity and in the Balance Sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognized immediately in the Statement Profit and Loss as past service cost.

o) Defined contribution plans:

The Company contributes to Employee’s State Insurance Corporation, Provident Fund which are considered as defined
contribution plans. A contribution is made to Regional Provident Fund Commissioner for certain employees. In case of
other employees covered under the Provident Fund Trust of the Company, the management does not expect any material
liability on account of interest shortfall to be borne by the Company. The said contributions are charged to the Statement of
Profit and Loss.

p) Other long-term employee benefit obligations:

The liabilities for leave are not expected to be settled wholly within twelve months after the end of the period in which the
employees render the related service. They are therefore measured as the present value of expected future payments to be
made in respect of services provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields at the end of the reporting period that have terms
approximating to the terms of the related obligation. remeasurements as a result of experience adjustments and changes in
actuarial assumptions are recognized in the Statement of Profit and Loss.

The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an unconditional right to
defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected
to occur.

q) Earnings per share

The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the period by the
weighted average number of equity shares outstanding during the period. The number of shares used in computing diluted
earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the
weighted average number of equity shares which could be issued on the conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a
later date. The diluted potential equity shares have been arrived at, assuming that the proceeds receivable was based on
shares having been issued at the average market value of the outstanding shares. In computing dilutive earnings per share,
only potential equity shares that are dilutive and that would, if issued, either reduce future earnings per share or increase
loss per share, are included.

r) Cash dividend to equity holders of the Company

The Company recognizes a liability to make cash distributions to equity holders of the Company when the distribution is
authorized and the distribution is no longer at the discretion of the Company. Final dividends on shares are 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.

s) Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no
reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which
are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets.
Changes to the business model are expected to be infrequent. If the Company reclassifies financial assets, it applies the
reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period
following the change in business model. The Company does not restate any previously recognized gains, losses (including
impairment gains or losses) or interest.

t) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the
assets and settle the liabilities simultaneously.

u) Recent accounting pronouncements

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 Group.

# The current accounts are in form of cash credit which are payable on demand and are secured by:-
(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515, 5th floor, Umarshi Bappa Chowk, Chembur,
Mumbai-400071 standing in the name of the company

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Society Ltd, Unit No.5, Ground Floor, Off
Veer Savarkar Marg, Prabhadevi, Mumbai-400025 standing in the name of the company."

iii) EMT of Office Premises at ABM House, Unit No. 801, Eighth Floor, Plot no. 268, Linking Road, Bandra West, Mumbai-
400050 standing in the name of the company."

iv) Three Fixed deposits in Canara Bank of Mr. Prakash B. Rane amounting to Rs. 3.13 Lakh hypothecated to the bank.

v) 5 KDR''s having face value of Rs. 2.60 lakh in the personal names of director Mr. Prakash B. Rane

vi) Personal Guarantee from director - Mr. Prakash B. Rane

vii) Company has cash credit facility from banks on the basis of security of current assets:

-Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books
of accounts.

Note 2.17 (v) Rights, preferences and restrictions attached to equity shares

The Company has a only one class of share referred as Equity shares having par value of '' 5 per share. Each Shareholder of equity
share is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

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

Note 2.32 (i)

The Cash credit and Ban k G uarantee facility availed by the Company are payable on demand and are secu red by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515, 5th floor, Umarshi Bappa Chowk,
Chembur, Mumbai - 400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5, Ground Floor, Off
Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 standing in the name of the company.

iii) EMT of Office Premises at ABM House, Unit No. 801, Eighth Floor, Plot no. 268, Linking Road, Bandra West,
Mumbai - 400050 standing in the name of the company.

iv) Three Fixed deposits in Canara Bank of Mr. Prakash B. Rane amounting to Rs. 3.13 Lakh hypothecated to the
bank.

v) 5 KDR''s having face value of '' 2.60 lakh in the personal names of director Mr. Prakash B. Rane.

vi) Personal guarantee from director - Mr Prakash B. Rane.

Note 2.32 (ii)

The service tax amount shown of Rs. 9.06 lakh pertains to the show cause notices received by the company for i)
disallowances of cenvat credit for the F.Y. 2014-15 to 2017-18, ii) Common Cenvat Credit as per Rule 6(3A) of the Cenvat
Credit Rules, 2004 in proportionate to income from Investment in Mutual Fund and Sale of Motor Car.

The Company has filed appeals regarding the aforesaid disputed matters before the authorities. The management is
hopeful that these matters will be decided in the Company''s favor.

Note 2.32 (iii)

The income tax amount shown Rs.22.32 lakhs pertain to the notice for hearing for the Assessment Year 2020-21 for
disallowance of expenditure towards Corporate Social Responsibility claimed under Section 80G.

The Company has filed appeals regarding the aforesaid disputed matters before the authorities. The management is
hopeful that these matters will be decided in the Company''s favor.

Note 2.32 (iv)

The Company at a Board Meeting held on January 23, 2017 approved a strategic investment in InstaSafe Technologies
Private Limited ("Instasafe"). Instasafe Provides innovative cloud based security-as-a-service solutions. ABM has
executed definitive agreements including Share Purchase Agreement and Share Subscription & Shareholders''
Agreement. The transactions will be completed subject to satisfactory fulfilment of certain conditions precedent. The
aggregate investment would be upto Rs. 13.32 crore. As of March 31,2025 the Company completed an aggregate
investment of Rs. 9.32 Cr in Instasafe Technologies Pvt Limited. Pursuant to the rights conferred on ABM under the
Shareholder''s agreement and nomination of two Non-executive Directors on the Board of Directors of Instasafe, the said
Company has become a subsidiary of the company.

Note 2.32 (v)

The Company at a Board meeting held on September 30, 2022 has approved strategic investment in Scanit. Company
has entered into definitive agreements for investment up to Rs. 50 crores (approx.) for acquiring 52% shareholding in
Scanit Technologies, Inc (“Scanit”), California, Silicon Valley, USA. Scanit is developing a Solution to solve a critical
unmet need in agriculture by providing a way to physically detect airborne disease before infection enabling preventive
action. In accordance with the definitive agreements the indicative time period for completion of acquisition of approx.
52% shareholding stake would be 24 months subject to the achievement of certain milestones. As of March 31,2025,
Company has invested Rs. 32.77 Crore in Scanit for the stake of 30.91%.

Note 2.34 Employee benefits

A) Defined contribution plans

Provident fund:

The company operated defined benefits contribution retirement benefits plans for all qualifying employees.

The total expense recognised in the statement of profit and loss of Rs. 147.83 lakhs (for the year ended March 31,2024:
Rs. 144.23 lakhs) represents contributions paid to Provident fund by the Company at rates specified in the rules of the
plans.

Note 2.36 Capital management
Risk management

The company’s objectives when managing capital are to:

(i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders, and

(ii) Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the group monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents)
divided by

Total ‘equity’ (as shown in the balance sheet, including non-controlling interests).

The Company''s strategy is to maintain a gearing ratio within 1:1. The gearing ratios were as follows :

(i) Mehtod and assumptions used to estimate the fair value

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in
part using a valuation model based on assumptions that are neither supported by prices from observable current
market transactions in the same instrument nor are they based on available market data.

The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a
wide range of possible fair value measurements and the cost represents estimate of fair value within that range.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy Based on the lowest level input that is significant to the fair value measurement as a
whole.The fair value hierarchy is described as below:

Financial Risk Management

The board of director has overall responsibility for the establishment & oversight of the company''s risk management
framework. The Board of director has established a risk management policy to identify and analyse the risks faced by the
Company, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management systems
are reviewed periodically to reflect changed market conditions and the company''s activities. The audit committee oversees
how management monitors compliances with the company''s risk management policies and procedures, and reviews the
risk management framework. The audit committee is assisted in its oversight role by Internal Audit. Internal Auditor
undertakes reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Note 2.38 Details of Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013, company is require to spend at least 2% of its average net profit for the
immediately preceding three financial years on corporate social responsibility. The areas for CSR activities are eradication
of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment
sustainability, disaster relief, and rural development projects. A CSR committee has been formed by the company as per the
act and the CSR funds are used in the areas mentioned above to some extent.

* Amount have been spent towards Safeguarding environmental sustainability, vocational training, medical aid & education and
self employment training.

Note 2.39

The Company''s business activity falls within a single business segment i.e. software and services and hence no additional
disclosure other than those already made in the financial statements are required under Accounting Standard 108,
"Operating Segments". The Company at present, operates in India only and therefore analysis of geographical segment is
not applicable.

Balance of Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation if any.
For the year, letters for confirmation of balances have been sent to various parties by the Company which have not been
responded to. The Management however, does not expect any material changes therein. The balances are as per records
available with the company.

Note 2.41 Additional Disclosure

Note 2.41 (a) Relationship with Struck off Compan ies

The Company has not entered into any transactions with the Companies struck off under section 248 of the Companies Act,
2013 or Section 560 of the Companies Act, 1956.

Note 2.41(b): Details of Benami Property held

No proceedings have been initiated during the year or are pending against the Company as at March 31,2025 for holding
any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made
thereunder.

Note 2.41 (c): Loans or Advances in the nature of loans

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

Note 2.41 (d) - Utilisation of Borrowed funds and share premium

a. a. The company has not advanced or invested funds (either borrowed funds or share premium or any other source or
kind of funds) to any person(s) or entity(ies), including foreign entities (intremidiaries) with the understanding (whether
recorded in writing or otherwise) that the intermidiary shall: (i) directly or indirectly lend or invest in other persons or
entiities 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.

b. The company has not received any funds from any person(s) or entity(ies), including foreign entities (funding parties)
with the understanding, whether recorded in writing or otherwise, that the company shall, directly or indirectly lend or
invest in other persons or entiities identified in any manner whatsoever by or on behalf of the funding party (the ultimate
beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

Note 2.41 (e) - Registration of Charges or satisfaction with Registrar of Companies

The Company does not have any charge or satisfaction which are yet to be registered with the Registrar of Companies
beyond the statutory period.

Note 1: Return on investment increased due to the improvement in the fund.

There is no significant change (I.e. change of 25% or more as compared to the FY 2023-2024 in the other key financial
ratios.

Note 2.42 Previous year''s figures

The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules,
2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and
polices to the extent applicable. The previous year''s figures have been regrouped / reclassified wherever necessary, to
make them comparable.

As per our report of even date

F_0r A P S_anzgiri & C₀ . For and on behalf of the Board of Directors

Chartered Accountants ^{Prakash B}. ^{Rane -} Managmg ^Director

Firm Registration No.:101569W ^{(DIN : 00152393)}

Rajesh Agrawal Sharadchandra D. Abhyankar - Director

Partner (DIN : 00108866)

IMemberehiip ^N°.^: 111207 Sarika A. Ghanekar - Company Secretary

^Mumbai Paresh M. Golatkar - Chief Financial Officer

May 23, 2025

---

Mar 31, 2024

l) Provisions and Contingencies

The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.

If the effect of 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 increase in the provision due to the passage of time is recognized as a finance cost.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

m) Cash and Cash Equivalents

Cash and Cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less and other short term highly liquid investments.

n) Gratuity and other post-employment benefits

a) Short-term obligations:

Short term employee benefits are recognized as an expense at an undiscounted amount in the Statement of Profit and Loss of the year in which the related services are rendered.

b) Post-employment obligations:

The Company operates the following post-employment schemes:

- Defined benefit plan such Gratuity and

- Define Contributions plans such as Provident Fund:

The liability or asset recognized in the Balance Sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized at amount net of taxes in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the statement of changes in equity and in the Balance Sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in the Statement Profit and Loss as past service cost.

o) Defined contribution plans:

The Company contributes to Employee’s State Insurance Corporation, Provident Fund which are considered as defined contribution plans. A contribution is made to Regional Provident Fund Commissioner for certain employees. In case of other employees covered under the Provident Fund Trust of the Company, the management does not expect any material liability on account of interest shortfall to be borne by the Company. The said contributions are charged to the Statement of Profit and Loss.

p) Other long-term employee benefit obligations:

The liabilities for leave are not expected to be settled wholly within twelve months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in the Statement of Profit and Loss.

The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

q) Earnings per share

The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the period by the weighted average number of equity shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares which could be issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. The diluted potential equity shares have been arrived at, assuming that the proceeds receivable was based on shares having been issued at the average market value of the outstanding shares. In computing dilutive earnings per share, only potential equity shares that are dilutive and that would, if issued, either reduce future earnings per share or increase loss per share, are included.

r) Cash dividend to equity holders of the Company

The Company recognizes a liability to make cash distributions to equity holders of the Company when the distribution is authorized and the distribution is no longer at the discretion of the Company. Final dividends on shares are 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.

s) Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

t) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

u) Recent accounting pronouncements

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 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Group.

Note 2.31 (i)

The Cash credit and Bank Guarantee facility availed by the Company are payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515, 5th floor, Umarshi Bappa Chowk, Chembur, Mumbai - 400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5, Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 standing in the name of the company.

iii) EMT of Office Premises at ABM House, Unit No. 801, Eighth Floor, Plot no. 268, Linking Road, Bandra West, Mumbai - 400050 standing in the name of the company.

iv) Three Fixed deposits in Canara Bank of Mr. Prakash B. Rane amounting to '' 3.13 Lakh hypothecated to the bank.

v) 5 KDR''s having face value of '' 2.60 lakh in the personal names of director Mr. Prakash B. Rane.

vi) Personal guarantee from director - Mr Prakash B. Rane.

Note 2.31 (ii)

The service tax amount shown of ''9.06 lakh pertains to the show cause notices received by the company for i) disallowances of cenvat credit for the F.Y. 2014-15 to 2017-18, ii) Common Cenvat Credit as per Rule 6(3A) of the Cenvat Credit Rules, 2004 in proportionate to income from Investment in Mutual Fund and Sale of Motor Car.

The Company has filed appeals regarding the aforesaid disputed matters before the authorities. The management is hopeful that these matters will be decided in the Company''s favor.

Note 2.31 (iii)

The Company at a Board Meeting held on January 23, 2017 approved a strategic investment in InstaSafe Technologies Private Limited ("Instasafe"). Instasafe Provides innovative cloud based security-as-a-service solutions. ABM has executed definitive agreements including Share Purchase Agreement and Share Subscription & Shareholders'' Agreement. The transactions will be completed subject to satisfactory fulfillment of certain conditions precedent. The aggregate investment would be upto INR 13.32 crore. As of March 31, 2024 the Company completed an aggregate investment of '' 9.32 Cr in Instasafe Technologies Pvt Limited. Pursuant to the rights conferred on ABM under the Shareholder''s agreement and nomination of two Non-executive Directors on the Board of Directors of Instasafe, the said Company has become a subsidiary of the company.

Note 2.31 (iv)

The Company at a Board meeting held on September 30, 2022 has approved strategic investment in ScanIT. Company has entered into definitive agreements for investment up to '' 50 crores (approx.) for acquiring 52% shareholding in Scanit Technologies, Inc (“ScanIT”), California, Silicon Valley, USA. ScanIT is developing a Solution to solve a critical unmet need in agriculture by providing a way to physically detect airborne disease before infection enabling preventive action. In accordance with the definitive agreements the indicative time period for completion of acquisition of approx. 52% shareholding stake would be 24 months subject to the achievement of certain milestones. As of March 31, 2024, Company has invested '' 22.02 Cr. in ScanIT.

Note 2.33 Employee Benefits

A) Defined contribution plans

Provident fund:

The company operated defined benefits contribution retirement benefits plans for all qualifying employees.

The total expensse recognised in the statement of profit and loss of ''144.23 Lakh (for the year ended March 31,2023 : '' 123.06 Lakh) represents contributions paid to Provident fund by the Company at rates specified in rules of the plans.

(A) Name of related parties and description of relationship

(i) Key Management Personnel (KMPs):

Mr. Prakash Baburao Rane, Managing Director Mr. Paresh Golatkar, Chief Financial Officer Mrs. Sarika Ghanekar, Company Secretary

(ii) Non-Executive Directors

Mrs. Supriya Prakash Rane Mr. Sharadchandra Abhyankar Mr. Sumit Dutta Chowdhary Mr. Devendra Kamalakar Parulekar Mr. Ashokkumar Vitthal Dugade Mr. Punit Kumar Jain

(iii) Subsidiary

InstaSafe Technologies Private Limited

(iv) Fellow subsidiary

InstaSafe Inc. (wholly owned subsidiary of InstaSafe Technologies Private Limited)

(v) Associate

Scanit Tecnnologies Inc

(vi) Enterprises over which Directors and Relatives of such personnel exercise significant influence:

Khaitan & Company LLP, Mumbai

Saffron Studios Private Limited

Lipsita Projects & Services Private Limited

Note 2.35 Capital management Risk management

The company’s objectives when managing capital are to:

(i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

(ii) Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the group monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by

Total ‘equity’ (as shown in the balance sheet, including non-controlling interests).

The Company''s strategy is to maintain a gearing ratio within 1:1. The gearing ratios were as follows :

(i) Mehtod and assumptions used to estimate the fair value

"The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range."

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as below:

Financial Risk Management

The board of director has overall responsibility for the establishment & oversight of the company''s risk management framework. The Board of director has established a risk management policy to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management systems are reviewed periodically to reflect changed market conditions and the company''s activities. The audit committee oversees how management monitors compliances with the company''s risk management policies and procedures, and reviews the risk management framework. The audit committee is assisted in its oversight role by Internal Audit. Internal Auditor undertakes reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Note 2.37 Details of Corporate Social Responsibility (CSR) expenditure

As per Section 135 of the Companies Act, 2013, company is require to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, and rural developement projects. A CSR committee has been formed by the company as per the act and the CSR funds are used in the areas mentioned above to some extent.

Note 2.38

The Company''s business activity falls within a single business segment i.e. software and services and hence no additional disclosure other than those already made in the financial statements are required under Accounting Standard 108, "Operating Segments". The Company at present, operates in India only and therefore analysis of geographical segment is not applicable.

Note 2.39

Balance of Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation if any. For the year, letters for confirmation of balances have been sent to various parties by the Company which have not been responded to. The Management however, does not expect any material changes therein. The balances are as per records available with the company.

Note 2.40 Additional Disclosure

Note 2.40(a) Relationship with Struck off Companies

The Company has not entered into any transactions with the Companies struck off under section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.

Note 2.40(b): Details of Benami Property held

No proceedings have been initiated during the year or are pending against the Company as at March 31,2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

Note 2.40 (c): Loans or Advances in the nature of loans

No Loans or Advances in the nature of loans are granted to Promoters, Directors, KMPs and the related parties (as defined

under Companies Act, 2013), either severally or jointly with any other person.

Note 2.40(d) - Utilisation of Borrowed funds and share premium

a. The company has not advanced or invested funds (either borrowed funds or share premium or any other source or kind of funds) to any person(s) or entity(ies), including foreign entities (intremidiaries) with the understanding (whether recorded in writing or otherwise) that the intermidiary shall: (i) directly or indirectly lend or invest in other persons or entiities 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.

b. The company has not received any funds from any person(s) or entity(ies), including foreign entities (funding parties) with the understanding, whether recorded in writing or otherwise, that the company shall, directly or indirectly lend or invest in other persons or entiities identified in any manner whatsoever by or on behalf of the funding party (the ultimate beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

Note 2.40 (e) - Registration of Charges or satisfaction with Registrar of Companies

The Company does not have any charge or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

Note 2.41 Previous year''s figures

The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to the extent applicable. The previous year''s figures have been regrouped / reclassified wherever necessary, to

As per our report of even date For and on behalf of the Board of Directors

For Borkar & Muzumdar - Prakash B. Rane - Managing Director

Chartered Accountants (DIN : 00152393)

^{Firm Re}g^istration ^No-^:101569W Sharadchandra D. Abhyankar - Director

^DeeP^{ak Kumar Jain} (Din : 00108866)

Partner

Membership No.: 154390 ^{Sarika A}- ^{Ghanekar - Company Secretary}

Mumbai Paresh M. Golatkar - Chief Financial Officer

May 24, 2024

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Mar 31, 2018

1. COMPANY BACKGROUND:

ABM Knowledgeware Limited (the ''Company’) is a public limited Company domiciled and incorporated in India under the Indian Companies Act, 1956. The registered office of the Company is located at, ABM House, Bandra West, Mumbai, India. The company has its primary listing on the Bombay Stock Exchange (BSE). The Company is one of the few information technology (IT) services companies with exclusive focus on e governance since 1998.

# Above Overdrafts are payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515,5^th floor, Umarshi Bappa Chowk, Chembur, Mumbai - 400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5,Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 standing in the name of the company.

iii) Three Fixed deposits in Canara Bank amounting to Rs.313 thousand representing maturity value of 3 LIC policies which were earlier hypothecated to the bank.

iv) 5 KDR''s having face value of Rs. 2.60 lac in the personal names of directors Mr.Prakash Rane and Mrs. Supriya Rane (Pledge).

v) Personal Guarantees from director -Mr. Prakash B. Rane.

Note 2. (iv) Rights, preferences and restrictions attached to Equity shares

The Company has a only one class of Equity Shares having par value of Rs. 5 per share . Each Shareholder of equity share is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity Shareholders are entitled to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Note 3. (i)

The amount mentioned pertains to the margin money paid to court against the Unique Value Case with interest at 9% p.a. against the court order received in June, 2005. Since the decision of the court is pending hence the same is shown as contingent laibility.

Note 4. (ii)

The Overdrafts and Bank Gaurantee facility availed by the Company are payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515,5^th floor, Umarshi Bappa Chowk, Chembur, Mumbai - 400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5, Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 standing in the name of the company.

iii) Three Fixed deposits in Canara Bank amounting to Rs.313 thousand representing maturity value of 3 LIC policies which were earlier hypothecated to the ban k.

iv) 5 KDR''s having face value of Rs.2.60 lac in the personal names of directors Mr. Prakash B. Rane and Mrs. Supriya Rane (Pledge).

(c) Personal Guarantees from director - Mr. Prakash B. Rane.

Note 5. (iii)

The service tax amount shown of '' 4881 thousand pertains to the show cause notices received by the company for disallowances of cenvat credit for the F.Y. 2010-11 to 2016-17. The Company has contested or filed appeals in respect of the aforesaid disputed matters before the authorities. The management is hopeful that matters will be decided in favour of the Company.

Note 6. (iv)

The Company at a Board Meeting held on 23rd January,2017 approved a strategic investment in InstaSafe Technologies Private Limited ("Instasafe"). Instasafe Provides innovative cloud based security-as-a-service solutions. ABM has executed definitive agreements including Share Purchase Agreement and Share Subscription & Shareholders'' Agreement. The transactions will be completed subject to satisfactory fulfillment of certain conditions precedent. The aggregate investment would be upto INR 13.32 crore. As of 31st March, 2018 the Company completed an aggregate investment of Rs. 9.32 Cr in Instasafe Technologies Pvt Limited. Pursuant to the rights confered on ABM under the Shareholder''s agreement and nomination of two Non-executive Directors on the Board of Directors of Instasafe, the said Company has became a subsidiary of the Company.

Notes on Financial Statements for the Year ended 31st March, 2018

Note 7.

During the year management has analysed the remaining useful life of asset and based on the technical valuation of the one class of property, plant and equipment viz. building and premises, life expectation has been changed from previous estimates. The changes in the life expectation has been changed from previous estimates. The changes in the life expectation has been accounted as per Para 38 of Ind AS 8, Accounting Policies, change in Accounting Estimates and Errors.

Note : 8. Employee Benefits

A) Defined contribution Plans

Provident Fund:

The Company operated defined benefits contribution retirement benefits plans for all qualifying employees. The total expenses recognised in profit and loss of Rs.13,909 thousand (for the year ended March 31, 2017 : Rs.14448 thousand) represents contributions payable to Provident fund by the Company at rates specified in rules of the plans.

Sensitive Analysis:

Below is the sensitivity analysis determined for significant actuarial assumption for determination of defined benefit obligation and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting

Note : 9. First-time adoption of Ind AS

B: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

1. Property, Plant and Equipment

The Company has availed the exemption available given under para D7AA of Ind AS 101 - First Time Adoption of IND AS to continue the carrying value for all of its Property, Plant and Equipment and intangibles as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition, however, as informed to us by the Management, Company has applied Exemption given under Para D5 of IND AS 101- First Time Adoption of IND AS and accordingly measured an item of Property, Plant and Equipment i.e. Building and Office Premises at the date of Transition to IND AS at Fair Value and used as Deemed Cost at that date. Consequently, there was an increase in the fixed assets by Rs. 2,26,671.4 thousand as on April 1, 2016 and an increase in the amount of depreciation by Rs. 18,733.46 thousand for the year ended March 2017 ,which has been charged to Profit and Loss Statement.

2. Defined Benefit Plans

Both under the previous GAAP and Ind AS, the Company recognized costs related to its post-employment defined benefit plans on an actuarial basis. Under previous GAAP the entire cost, including actuarial gains and losses are charged to the Statement of Profit and Loss. Under Ind AS, remeasurement (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability) are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income and the corresponding tax effect is also given in Other Comprehensive Income.

3. Proposed Dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend and related liability of Dividend Distribution tax of Rs 30093 thousand (Rs. 25003 thousand and Rs. 5090 thousand) as at April 01, 2016 included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

4. Valuation of Investments

Under the previous GAAP, investments in equity shares and investment in mutual funds were classified as long-term investments or current investments based on the intended holding period and realizability. Long-term investments and Current investments were carried at cost less provision for other than temporary decline in the value of such investments. Under Ind AS, these investments are required to be measured at fair value/amortized cost. The resulting fair value changes/amortization of these investments have been recognized in retained earnings as at the date of transition and subsequently in the profit or loss or Other comprehensive Income for the year ended March 31, 2017.

5. Other comprehensive income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as ‘ other comprehensive income’ includes remeasurements of defined benefit plans and fair value changes of investment in equity shares. The concept of other comprehensive income did not exist under previous GAAP.

Note 10. Capital Management Risk management

The group''s objectives when managing capital are to

(i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

(ii) Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the group monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by Total ''equity'' (as shown in the balance sheet, including non-controlling interests).

Note 11. Financial Instruments Method and assumptions used to estimate the fair value

"A number of the Company''s accounting policies and disclosures require the determination of fair value, for both financial as well as non assets and liabilities. 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. A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal market or the most advantageous market must be accessible to the Company."

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy Based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as below:

Level 1: unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2: Inputs other than prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability

Financial Risk Management

The board of director has overall responsibility for the establishment & oversight of the company''s risk management framework. The Board of director has established a risk management policy to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management systems are reviewed periodically to reflect changed market conditions and the company''s activities. The audit committee oversees how management monitors compliances with the company''s risk management policies and procedures, and reviews the risk management framework. The audit committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

Note 12. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a company meeting applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, and rural development projects. A CSR committee has been formed by the company as per the act and the CSR funds are used in the areas mentioned above to some extent.

Note: 13.

Balance of Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation if any. For the year, letters for confirmation of balances have been sent to various parties by the Company which have not been responded to. The Management however, does not expect any material changes therein. The balances are as per records available with the company.

Note:14.

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2017

Note 1. (v) Rights, preferences and restrictions attached to Equity shares

The Company has a single class of Equity Shares. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Note 2. (i)

The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2016 that amount of dividend per share recognized as distribution to equity shareholders includes Rs.1.25/- per share of final dividend. The total dividend appropriation for the year ended March 31, 2016 amounted to Rs.30,093 thousands including corporate Dividend tax of Rs.5,090 thousands. The Board has decreased dividend payout ratio from 17.13% to 15.76% of post tax profits effective fiscal 2017. The Board in its meeting on May 20, 2017 has proposed a final dividend of Rs.1.25 per share for the Financial year ended March 31, 2017. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total dividend appropriations for the year ended March 31, 2017 amounted to Rs.30,093 thousands including Corporate Dividend Tax of Rs.5,090 thousand.

Note 3.(ii)

The Central Government, in consultation with the National Advisory Committee on Accounting Standards, has amended the Companies (Accounting Standards) Rules, 2006 ("Principal Rules") through a notification issued by the Ministry Of Corporate Affairs dated March 30, 2016. According to the amended rules, the above mentioned proposed dividend will not be recorded as a liability as at 31^st March, 2017 (Refer to para 8.5 of AS 4-Contingencies and Events Occurring after the balance sheet date). Therefore the company has not recorded Rs.30,093 thousands as liability for proposed dividends (including Corporate Dividend Tax) as at March 31, 2017.

Deferred Tax Assets and Deferred Tax Liabilities have been offset wherever the company has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relate to the Income taxes levied by the same taxation authority.

Note 4.(i) Other Details

As at March 31, 2017, Rs.181 thousands is outstanding to enterprise classified under Micro Small and Medium Enterprises Development Act 2006 (Rs.181 thousands as at March 31, 2016). There is no interests due or outstanding on the said amount pertaining to MSME. Based on the information available with the Company, the vendors which fall under the definition of micro, small and medium scale enterprises has been disclosed above. This information is not verifiable by the auditors.

Note 5.(ii)

The above trade payables includes payables outstanding for more than 365 days to the tune of Rs.607 thousands (Rs. 251 thousands for F.Y 2015-16). This amount is not classified as long term liability, since it is held primarily for the purpose of being traded or due to be settled within normal business operating cycle.

Note 6.(i) Other Details

Since there is no difference in the useful life of the main assets in block of assets and their related critical components, there is no separate disclosure in that respect. Useful life of all assets and the critical or significant components are reviewed periodically to ascertain and accordingly disclosed separately to be compliant with Schedule II of the Companies Act, 2013.

Note 7.(ii)

The written down value of the assets whose useful life has become zero has been adjusted against depreciation after maintaining nominal residual value as required by Schedule II of the Companies Act,2013.

Note 8.(i) Other Details

The above trade receivables includes receivables outstanding for more than 12 months amounting to Rs.34,895 thousand (Rs. 61,588 thousand for F.Y 2015-16) against which the management has provided Rs.5000 thousand towards provision for doubtful debts.

# Above Overdrafts are payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515,5th floor, Umarshi Bappa Chowk, Chembur, Mumbai - 400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5,Ground Floor,Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 Standing in the name of the company.

iii) Three fixed deposits in Canara Bank amounting to Rs.313 thousand representing maturity value of 3 LIC Policies which were earlier hypothecated to the bank.

iv) 5 KDR''s having face value of Rs.2.60 lac in the personal names of directors Mr.Prakash Rane and Mrs. Supriya Rane (Directors).

v) Personal Guarantees from directors - Mr. Prakash B. Rane and Mrs. Supriya P. Rane (Directors).

The amount mentioned pertains to the margin money paid to court against the Unique Value Case with interest at 9% p.a. against the court order received in June, 2005. Since the decision of the court is pending hence the same is shown as contingent liability.

Note 9.(ii)

The Overdrafts and Bank Guarantee facility availed by the Company are payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515, 5^th floor, Umarshi Bappa Chowk, Chembur, Mumbai -400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd,Unit No.5,Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 Standing in the name of the company.

iii) Three fixed deposits in Canara Bank amounting to Rs.313 thousand representing maturity value of 3 LIC Policies which were earlier hypothecated to the bank.

iv) 5 KDR''s having face value of Rs.260 thousand in the personal names of directors Mr. Prakash Rane and Mrs.Supriya Rane (Directors).

(c) Personal Guarantees of directors - Mr. Prakash B. Rane and Mrs. Supriya P. Rane.

Note 10.(iii)

The demand raised by the Asstt. Assessor & Collector/H- West Ward related to property tax payment was of Rs.6,726 thousand which includes demand of Rs.2,483 thousand for F.Y. 2017-18 and the balance amount of Rs.4,243 thousand as stated above is according to the management contingent in nature.

Note 11.(iv)

The service tax amount shown of Rs.3,890 thousand pertains to the show cause notices received by the company for disallowances of cenvat credit on Rent & Business Promotion expenses for the F.Y. 2010-11 to 2015-16.The Company has contested / filed appeals in respect of the aforesaid disputed matters before the authorities. The management is hopeful that matters will be decided in favour of the Company.

Note 12.(v)

The office interior represents interior work which is being done in the office premises in phased manner and according to the management estimated remaining amount to be executed on account of thereof is Rs.10603 thousand.

Note 13.(vi)

The Company at a Board Meeting held on 23^rd January,2017 approved a strategic investment in Instasafe Technologies Private Limited ("Instasafe"). Instasafe Provides innovative cloud based security-as-a-service solutions. ABM has executed definitive agreements including Share Purchase Agreement and Share Subscription & Shareholders'' Agreement. The transactions will be completed subject to satisfactory fulfillment of certain conditions precedent. The aggregate investment would be up to Rs.15 crore over the next 12-15 months. As of 31^st March,2017 the Company completed an aggregate investment of Rs. 3.19 Cr in Instasafe Technologies Pvt Limited. Pursuant to the rights confered on ABM under the Shareholder''s agreement and nomination of two Nonexecutive Directors on the Board of Directors of Instasafe, the said Company will become a subsidiary of the Company subject to satisfaction of performance parameters.

Note 14. Details of specified bank notes (SBNs)

During the year, the Company had Specified Bank notes (SBN''s)¹ or other denominations Notes as defined in the MCA Notification, G.S.R. 308(E), dated March 31, 2017. The details of SBN''s held and transacted during the period from November 8,2016 to December 30,2016, denomination-wise SBN''s and other currency notes as per the notification are as follows :-

For the purposes of this clause, the term ''Specified Bank Notes'' shall have the same meaning provided in the notification of the Government Of India, in the Ministry Of finance , Department of Economic Affairs number S.O. 3407(E), dated November 8,2016.

Note 15. Employee Benefit plans

A) Defined contribution Plans

Provident Funds:-

The Company makes provident fund contributions to defined contribution plans for qualifying employees. Under the scheme the company is required to contribute a special percentage of the payroll costs to fund the benefits. The company recognized Rs.13,515 thousands (year ended 31.3.2016 Rs.12,816 thousands) for provident contributions in the statement of Profit & Loss.

* As the Proposed Dividend is not recorded as liability as per PARA 8.5 of AS-4 " Contingencies and Events occuring after the Balance Sheet Date", Dividend paid to related parties during the year for F.Y. 2014-15 & F.Y. 2015-16 are shown in the above disclosure of related party transactions.

As per Section 135 of the Companies Act, 2013, a company meeting applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustain ability, disaster relief, and rural development projects. A CSR committee has been formed by the company as per the act and the CSR funds are used in the areas mentioned above to some extent.

Note 16. Balances of Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmations and reconciliation, if any. For the year, letters for confirmation of balances have been sent to various parties by the Company which have not been responded to. The Management however, does not expect any material changes therein. The balances are as per records available with the company.

Note 17. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2016

Note1 (v) Other details:-

The Board of Directors have approved to spilt the shares vide their resolution dated 28/01/2016, to subdivide each share of '' 10/- into 2 shares of'' 5/- each. This was approved by the Shareholders by postal ballot by way of passing special resolution on 23/03/2016 and by the BSE on 11/04/2016.

Note 2.(vi)

The Central Government, in consultation with the National Advisory Committee on Accounting Standards, has amended the Companies (Accounting Standards) Rules, 2006 ("Principal Rules") through a notification issued by the Ministry Of Corporate Affairs dated March 30, 2016. The Companies (Accounting Standards) Rules, 2016 is effective March 30, 2016. According to the amended rules, the above mentioned proposed dividend will not be recorded as a liability as at march 31, 2016 (Refer to Para 8.5 of AS 4-Contingencies and Events Occurring after the balance sheet date). The company believes that the Rule 3(2) of the principal rules has not been withdrawn or replaced and accordingly, the Companies (Accounting Standards) Rule, 2016 will apply for the accounting periods commencing on or after March 30, 2016. Therefore the company has recorded '' 30,093 thousands as liability for proposed dividends (including Corporate Dividend Tax) as at March 31, 2016.

The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2015 that amount of dividend per share recognized as distribution to equity shareholders includes '' 2/- per share of final dividend. The total dividend appropriation for the year ended March 31, 2015 amounted to '' 24,098 thousands including corporate Dividend tax of '' 4,095 thousands. The Board has increased dividend payout ratio from 13.76% to 17.13% of post tax profits effective fiscal 2015. The Board in its meeting on May 25, 2016 has proposed a final dividend of'' 1.25 per share for the Financial year ended March 31, 2016. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting. The total dividend appropriations for the year ended March 31, 2016 amounted to '' 30,093 thousands including Corporate Dividend Tax of '' 5,090 thousand.

Note 3(i) Other Details

The above trade payables includes payables outstanding for more than 365 days to the tune of'' 251 thousands (Rs,'' 5898 thousands for F.Y 2014-15). This amount is not classified as long-term liability, since it is held primarily for the purpose of being traded or due to be settled within normal business operating cycle. As at March 31, 2016, Rs,'' 447 thousands is outstanding to enterprise classified under Micro Small and Medium Enterprises Development Act 2006 (Rs,'' 315 thousands as at March 31, 2015). There is no interest due or outstanding on the said amount pertaining to MSME. Based on the information available with the Company, the vendors which fall under the definition of micro, small and medium scale enterprises has been disclosed above. This information is not verifiable by the auditors. Since there is no difference in the useful life of the main assets in block of assets and their related critical components, there is no separate disclosure in that respect. Useful life of all assets and the critical or significant components are reviewed periodically to ascertain and accordingly disclosed separately to be compliant with Schedule of the Companies Act, 2013.

Note 4(ii)

The written down value of the assets whose useful life has become zero has been adjusted against depreciation after maintaining 5% residual value as required by Schedule of the Companies Act, 2013.

Note 5(iii)

Gross block of Office premises includes shares allotted to Company of''Rs, 0.50 thousand; number of shares being 50 and cost of share being Rs,''10/-each. Since the said a month as been capitalized the Company has claimed depreciation on the same also.

Note 6(iv)

During the year, the Company has transferred amount of'' 1,701 thousand from Security deposit to gross block of office premises, since the same was capitalized during the year, Company has worked out the depreciation of the same having a retrospective effect i.e. from 2013. Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II on this amount. Accordingly the unamortized carrying value is being depreciated / amortized over the revised/remaining useful lives. The depreciation pertaining to earlier year has been disclosed under prior period.

Note 7(i) Other Details

The above trade receivables includes receivables outstanding for more than 12 months amounting to '' 61,588 thousand ('' 76,097 thousand for F.Y 2014-15) against which the management has provided '' 5,000 thousand as provision for doubtful debts.

# Above Overdrafts is payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515,5^th floor, Umarshi Bappa Chowk, Chembur, Mumbai -400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5, Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 standing in the name of the Company.

iii) Three LIC policies having Face Value ''Rs,1.50 lac in the name of the directors. Matured and proceedings converted into KDRS forRs, ''72,900/-,''Rs, 139,900/-, Rs,'' 100,250/- respectivelytotalRs,''313,050/-

iv) 5 KDR''s having face value ofRs,'' 2.60 lac in the personal names of directors Mr.Prakash Rane and Mrs.Supriya Rane (Directors).

(c) Personal Guaranteesfrom directors-Mr. Prakash B. Rane and Mrs. Supriya P Rane.

The amount mentioned pertains to the margin money paid to court against the Unique Value Case with interest at 9% p.a. against the court order received in June, 2005. Since the decision of the court is pending hence the same is disclosed as contingent liability.

Note 8(ii)

The Overdrafts and availed by the Company are payable on demand and are secured by:-

(a) Hypothecation of book debts of the company.

(b) Collateral:

i) EMT of Office premises at Swastik Chambers, Office No.514 and 515,5^th floor, Umarshi BappaChowk, Chamber, Mumbai -400071 Standing in the name of the company.

ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd,Unit No.5,Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai -400025 standing in the name of the Company.

iii) Three LIC policies having Face Value Rs,''1.50 lac in the name of the directors. Matured and proceedings converted into KDRS for Rs,'' 729thousand, ''140 thousand, '' 100 thousand respectively total Rs,'' 313 thousand.

iv) 5 KDR''s having face value of''Rs, 260 thousand in the personal names of directors Mr. Prakash Rane and Mrs.Supriya Rane (Directors).

(c) Personal Guarantees from directors-Mr. Prakash B. Rane and Mrs. Supriya P Rane.

Note 9(iii)

Property tax amounting to Rs,'' 4,411 thousand is contingent in nature since the demand raised by the Asstt. Assessor &Collector/H-West Ward was of Rs,'' 8,411 thousand but during the year the company has paid Rs,''4000thousand against these expenses. Rest of the amount as per the management is contingent in nature.

Note 10(iv)

The service tax amount shown ofRs,'' 2,554 thousand pertains to the show cause notices received by the company for disallowances of cenvat credit on Rent, Mediclaim & Sponsorship expenses for the F.Y. 2010-11 to 2013-14.

Note 11.(v)

The contract of office interior is done in phases and according to the management estimation remaining amount to be executed on account of capital contract is ''Rs, 10,589 thousand.

Note 12.Employee Benefit plans A) Defined contribution plans Provident Funds:-

The Company makes provident fund contributions to defined contribution plans for qualifying employees. Under the scheme the company is required to contribute a special percentage of the payroll costs to fund the benefits. The company recognized ''Rs, 12,816 thousands (year ended 31.3.2016 Rs,'' 9,474 thousands) for provident contributions in the statement of Profit & Loss.

* Resigned w.e.f. 30th October, 2015

Note 13. Corporate Social Responsibility .As per Section 135 of the Companies Act, 2013, a company meeting applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, and rural development projects. A CSR committee has been formed by the company as per the act and the CSR funds are used in the areas mentioned above to some extent.

Management Comments

The Company has made efforts to identify projects in line with its CSR focus areas. However, the Company could not spend the requisite money on or before 31^st March, 2016 as considerable time is taken in evaluating and implementing projects. Company believes that CSR expenditure is aimed at larger public good rather than mere compliance. However, the Company has spent around 90% of the stipulated CSR funds before signing the Balance Sheet. Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation if any. During the year, letters for confirmation of balances have been sent to various parties by the Company. The Management however, does not expect any material changes. The balances are as per records available with the company.

Note 14.

- The figures are regrouped or reclassified, wherever it is necessary.

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Mar 31, 2015

1. COMPANIES OVERVIEW

ABM KNOWLEDGEWARE LTD. (the 'Company') is a public limited company domiciled in India and is listed on the Bombay Stock Exchange (BSE). The company is one of the few information technology (IT) services companies with exclusive focus on e-governance since 1998.

Note 2 Additional disclosure to the financial statements as per the accounting standards

(Amount in ) As at 31st March, As at 31st March, 2015 2014

Contingent Liabilities and commitments (to the extend not provided for):

(i) Contingent Liabilities:

(a) Claims against the company not acknowledged as debts 2,227,223 2,227,223

(b) Bank Guarantees # 98,439,577 109,723,021

(ii) Commitments

(a) Estimated amount of contacts remaining to be excecuted on capital account and not provided for:

- tangible Assets - -

- Office interior 12,500,000 11,823,806

# Above Bank Guarantees are secured by:

a. Hypothecation of book debts of the Company.

b. Collateral of office premises at Swastik Chambers, 5th floor, chembur & 5 , Unique Ind.Estate, Prabhadevi, Mumbai.

c. Personal Guarantees from directors - Mr. Prakash B. Rane and Mrs. Supriya P Rane

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Mar 31, 2014

Note 1 Additional disclosure to the financial statements as per the accounting standards

(Amount in Rs.)

As at 31st March, 2014 As at 31st March, 2013

Contingent Liabilities and commitments (to the extend not provided for):

(I) Contingent liabilties:

(a) Claims against the company not acknowledged as debts 2,227,223 2,227,223

(b) Bank Gurantees # 109,723,021 23,557,122

(ii) Commitments

(a) Estimated amount of contracts remaining to be excecuted on capital account and not provided for:

- tangible Assets

- Office interior 11,823,806 31,323,922

# Above Bank Guarantees are secured by:

a. Hypothecation of stocks and book debts of the Company.

b. Collateral of office premises at Prabhadevi and Chembur, Mumbai.

c. Personal Guarantees from Directors - Mr. Prakash B. Rane and Mrs. Sypriya P. Rane

Note 2 Employee Benefit plans

Defined contribution plans

The Company makes provident fund contributions to defined contribution plans for qualifiying employees. Under the scheme, the company is required to contribute a special percentage of the payroll costs to fund the benefits. The company recognised Rs. 78,60,551 (year ended 31.3.2013 Rs. 82,68,297) for provident contributions in the statement of Profit & Loss.

Note 3 The Company operates mainly in one business segment viz. software and services.

Note 4 Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation if any. During the year, letters for confirmation of balances have been sent to various parties by the Company. The management, however, does not expect any material changes. The balances are as per records available with the company.

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Mar 31, 2013

Note 1 Employee Benefit plans

Defined contribution plans

The Company makes provident fund contributions to defined contribution plans for qualifiying employees. Under the scheme the company is required to contribute a special percentage of the payroll costs to fund the benefits. The company recognised f 82,68,297 (year ended 31.3.2012 Rs. 75,62,435) for provident contributions in the statement of Profit & Loss.

Note 2 The Company operates mainly in one business segment viz. software and services.

Note 3 Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation. During the year, letters for confirmation of balances have been sent to various parties by the Company. The management, however, does not expect any material changes.

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Mar 31, 2012

Note 1 Additional disclosure to the financial statements as per the accounting standards

(Amount in Rs)

As at 31 March, 2012 As at 31 March, 2011

Contingent Liabilities and commitments (to the extend not providedfor):

(i) contingent liabilties:

(a) Claims against the company not acknowledged as debts 2,227,223 2,227,223

(b) Bank Gurantees 25,069,544 306,149,544

(ii) Commitments

(a) Estimated amount of contracts remaining to be excecuted on capital account and not provided for:

- tangible Assets 3,000,000 82,718,000

Note 2 Employee Benefit plans

Defined contribution plans

The Company makes provident fund contributions to defined contribution plans for qualifiying employees. Under the scheme the company is required to contribute a special percentage of the payroll costs to fund the benefits. The company recognised Rs 75,62,435 (year ended 31.3.2011 Rs 57,43,285) for provident contributions in the statement of Profit & Loss.

Note 3 The Company operates mainly in one business segment viz. software and services.Since the revenue generated from sale of products is less than 10 % of the total revenue, the segment reporting as required by AS-17 is not applicable.

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Mar 31, 2011

1. Contingent Liabilities in respect of :- i) Claims against the company not acknowledged as debts amounting to Rs. 22.27 lacs (previous year Rs. 22.27 Lacs) in respect of which the company has made deposits of Rs. 22.27 lacs as per the Court Order, ii) Bank guarantees Rs 3061.49 Lacs (previous year Rs 290.95 Lacs).

2. Capital Commitments :- Estimated amount of contracts remaining to be executed on Capital Account (net of advance) and not provided for: Rs 827.18 lacs. ( previous, year Nil)

3. Expenditure in Foreign currency: - Travelling expenses Rs.4,00,196/- ( previous year Nil)

4. Deferred Tax liability of Rs.3,540,323/- (P.Y.Rs.3,532,284/-) represent timing difference on account of depreciation.

5. The Company's business activity comprises of single business segment i.e. Software and Services and geographical segment i.e. India.

6. Employee Benefits

(a) Provident Fund - Defined Contribution Plan

All Employees are entitled to Provident Fund benefits. Amount Debited to Profit & Loss Account Rs. 6,260,832.00 during the year.

(b) Gratuity defined Benefit Plan - Provision made as per actuarial Valuation.

7. No information is available with the Company in respect of dues to micro small and medium enterprise.

8. There are no dues to be credited to Investor Education and Protection Fund.

9. Previous years figures are regrouped and rearranged wherever necessary to conform to the current years presentation. Schedule 'A' to 'K' form an integral part of the Balance Sheet & Profit and Loss account and have been duly authenticated.

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Mar 31, 2010

1. Contingent Liabilities in respect of:- i) Claims against the company not acknowledged as debts amounting to Rs. 22.27 lacs (previous year Rs. 22.27 Lacs) in respect of which the company has made deposits of Rs. 22.27 lacs as per the Court Order, ii) Bank guarantees Rs 290.95 Lacs (previous year Rs 265.77 Lacs).

2. Expenditure in Foreign currency: - Professional Fees Rs.374,137/- (Previous year - Nil)

3. Deferred Tax liability of Rs.3,532,284/- (P.Y.Rs. 3,451,259/-) represent timing difference on account of depreciation.

4. The Companys business activity comprises of only single segment i.e. Software and Services. Hence no separate information is given.

5. Employee Benefits

(a) Provident Fund - Defined Contribution Plan

All Employees are entitled to Provident Fund benefits. Amount Debited to Profit & Loss Account Rs. 4,458,883.00 during the year.

(b) Gratuity defined Benefit Plan - Provision made as per actuarial Valuation.

6. No information is available with the Company in respect of dues to micro small and medium enterprise.

7. There are no dues to be credited to Investor Education and Protection Fund.

8. Previous years figures are regrouped and rearranged wherever necessary to conform to the current years presentation. Schedule A to J form an integral part of the Balance Sheet & Profit and Loss account and have been duly authenticated.

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Mar 31, 2003

1. There are no dues outstanding for more than 30 days to Small Scale Undertakings

2. There are no dues to be credited to Investor Education and Protection Fund.

3. Previous years figures are regrouped and rearranged wherever necessary.

Schedule A to L form an integral part of the Balance Sheet & Profit & Loss Account an have been duly authenticated.