Notes to Accounts of Asit C Mehta Financial Services Ltd.

Mar 31, 2024

2.10 Provisions, Contingent Liabilities and Contingent Assets

Provision is 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 obligation. Provision is not recognised for future operating losses.

Provision is measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. It the effect of the time value of money is material, the amount of provision is discounted using an appropriate pre tax rate that reflects current market assessments of the time value of money and. when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

A Contingent liability is disclosed in case of a present obligation arising from past events, when it is either not probable that an outflow of resources will be required to settle the obligation, or a reliable estimate of the amount cannot be made. A Contingent Liability is also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company.

Contingent Assets are not recognised but where an inflow of economic benefits is probable, contingent assets are disclosed in the financial statements.

2.11 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits of a transaction will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

Rental Income

Rental Income is accounted as and when accrues on straight line method and reported net of goods and service tax.

Interest Income

Interest income from a financial asset is recognised on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of that financial asset.

Dividends

Dividend income from investments is recognised when the Company''s right to receive dividend is established, which is generally when shareholders approve the dividend.

Advisory

Revenue from advisory, brokerage and consultancy services is recognised on rendering of services / work performed and reported net of goods and service tax.

Other Non-operating Income

All other income is recognised on an accrual basis, when there is no uncertainty in the ultimate collection / realisation.

2.12 Employee Benefits

(i) Shortterm employee benefits

Employee benefits such as salaries, wages, short term compensated absences, expected cost of bonus and ex-gratia falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

(ii) Long-term employee benefits:

• Defined Contribution Plan:

Provident Fund:

The eligible employees of the Company are entitled to receive post-employment benefits in respect of provident fund, in which both employees and the Company make monthly contributions at a specified percentage of the employee''s eligible salary (currently 12%). The contributions fund if any. are made to the Central Provident Fund under the National or State Pension Scheme. Provident Fund is classified as Defined Contributions Plans as the Company has no further obligation beyond making the contribution. The Company’s contribution if any. is charged to the Statement of Profit and Loss as incurred.

• Defined Benefit Plan:

a. Gratuity:

The Company has an obligation towards gratuity, a defined benefits retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees at retirement or death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. The Company pays these benefits as and when due based on its own liquidity.

Remeosurement, comprising actuarial gains and losses is reflected immediately in the Balance Sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or Loss. Past service cost is recognised immediately for both vested and the non vested portion. The retirement benefit obligation recognised in the Balance sheet represents the present value of the defined benefit obligation.

b. Compensated absences:

The Company provides for encashment of leave or leave with pay subject to certain rules. The liability is recognized based on number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the Statement of Profit and loss in the year in which they arise.

2.13 Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax'' as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated as per the applicable provisions and tax rates that have been enacted or substantively enacted by the end of the reporting period and the provisions of the Income Tax Act, 1961 and other tax laws, as applicable.

Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to Ihe extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred income tax assets and liabilities are offset wten there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when deferred income tax assets and liabilities relate to the income tax levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net or simultaneous basis.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

2.14 Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purposes of the cash flow statement, cash and cash equivalents include balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft.

2.15 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets and Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Initial Recognition:

Financial assets and Financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at Fair Value through Profit or Loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised in the Statement of Profit and Loss.

Classification and Subsequent Measurement: Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, Fair Value Through Other Comprehensive Income ("FVTOCI") or Fair Value Through Profit or Loss ("FVTPL”) on the basis of following:

• the entity''s business model for managing the financial assets; and

• the contractual cash flow characteristics of the financial assets.

Amortised Cost:

A financial asset shall be classified and measured at amortised cost, if both of the following conditions are met:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Fair Value through Other Comprehensive Income (FVTOCI):

A financial asset shall be classified and measured at FVTOCI. if both of the following conditions are met:

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Fair Value through Profit or Loss (FVTPL):

A financial asset shall be classified and measured at FVTPL unless it is measured at amortised cost or at FVTOCI.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification and Subsequent Measurement: Financial liabilities:

Financial liabilities are classified as either financial liabilities at FVTPL or ’other financial liabilities’.

Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL.

Gains or Losses on liabilities held for trading are recognised in the Statement of Profit and Loss. Other Financial Liabilities:

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective Interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Impairment of financial assets:

The Company recognises loss allowance using expected credit loss model for financial assets which are not measured at Fair Value through Profit or Loss. Expected credit losses are weighted average of credit tosses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at original effective rate of interest.

Derecognition of financial assets:

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in Statement of Profit or Loss if such gam or loss would have otherwise been recognised in Statement of Profit or Loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirely (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in statement of profit or loss if such gain or loss would have otherwise been recognised In Statement of Profit or Loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in othor comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

Derecognition of financial liabilities:

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different.

Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by the Company are initially measured at their fair values and are subsequently measured at the higher of:

• the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109; and

• the amount initially recognized less, when appropriate, the cumulative amount of income recognized in accordance with the principles of Ind AS 18

When guarantee in relation to loans or other payables of subsidiaries are provided for no compensation, the fair values are accounted for as contributions and recognized as cost of investment.

Offsetting:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.16 Leases

The Company has adopted Ind AS 116-Leases effective 1st April, 2019, using the modified retrospective method.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a Lessor

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the tease is a finance lease; if not, then it is on operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 to allocate the consideration in the contract.

The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of ''Other Operating Revenue under Revenue from Operations in the Statement of Profit and Loss.

The accounting policies applicable to the Company as a lessor in the comparative period were not different from Ind AS 116.

As a Lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is. or contains, a lease if the contract conveys the right to control the use of an identified assest for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether;

i. the contract involves the use of an identified asset;

ii. The Company has subsantially all of the economic benefits from use of the asset through the period of the lease and

iii. The Company has the right to direct the use of the asset.

Operating Leases

Leases are classified as operating leases whenever the terms of the lease do not transfer substantially all the risks and rewards incidental to ownership.

Lease rentals on assets under operating lease are recognized or charged to the Statement of Profit and Loss on a straight line basis over the term of the relevant lease.

Assets leased out under operating leases are continued to be shown under the respective class of assets. Rental income is recognised on a straight line basis over the term of the relevant lease.

Where the rental are structured solely to increase in line with expected general inflation to compensate for the lessor''s expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue.

2.17 Right-of-Use Asset ("ROU")

At the date of commencement of the lease, the Company recognise a right-of-use-asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except foi short-term lease and lease of low-value assets.

The Right-of-use assets are initially recognised at cost, which comprise the initial amount of the lease liability adjusted for any lease payments made at or prior to thecommencement date of the lease plus any initial direct cost less any lease incentives. They are subsequently measured al cost less accumulated depreciation and Impairment losses, if any. Right-ot-use assets are depreciated from the commencement date on a straight line basis over the shorter the lease term and useful life of the underlying asset and the average lease terms.

The Right-of-use assets is also subject to impairement. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

2.18 Earnings Per Share

The basic earnings per share are computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting period. Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders tor the year by the weighted average number of equity and dilutive equity equivalent shares, if any, outstanding during the year, except where the results would be antidilutive.

2.19 Critical Accountingjudgments and Key Sources of Estimation Uncertainty

The preparation of the financial statements requires the management to make judgments, estimates and assumptions in the application of accounting policies and that have the most significant effect on reported amounts of assets, liabilities, incomes and expenses, and accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Key estimates, assumptions and judgments

The key assumptions concerning the future and other major sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

Income taxes

Significant judgments are involved in determining the provision for incomo taxes, including amount expected to be paid/recovered for uncertain tax positions as also to determine the amount of deferred tax that can be recognised, based upon the likely timing and the level of future taxable profits. Refer Note. 35

Depreciation and amortisation

Property, Plant and Equipment/ Other Intangible Assets are depreciated/amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on the Company’s historical experience with similar assets and taking into account anticipated technological changes or commercial obsolescence. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/amortisation to be recorded during any reporting period. The depreciation/amortisation for future periods is revised, if there are significant changes from previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life of the assets. Refer Note: 3A, 3C and 3D Employee Benefit Plans

The cost of the defined benefit gratuity plan and other-post employment benefits and the present value of gratuity obligations and compensated absences are determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Refer Note. 43.

Impairment of Financial Assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgment In making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Recoverability of Trade Receivables

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non payment. Refer Note. 5 and Note 8.

Fair Value measurements of Financial Instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets (Net Assets Value in case of units of Mutual Funds), their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values, judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of Assets

The Company has used certain judgments and estimates to work out future projections and discount rates to compute value in use of cash generating unit and to access impairment. In case of certain assets independent external valuation has been carried out to compute recoverable values of these assets.

Provisions

Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgment to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances. Refer Note. 19

2.20 Business combination under common control

Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities or businesses are reflected at their carrying amounts after making adjustments necessary to harmonise the accounting policies. The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in the same form in which they appeared in the financial statements of the transferor and the difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve.

2.21 Rounding off amounts

All amounts disclosed in financial statements and notes have been rounded off to the nearest thousands as per requirement of Schedule III of the Act, unless otherwise stated.

# Rights Issue

The Company had issued 32.93,452 equity shares of face value of ? 10/- each on right basis (''Rights Equity Shares''). In accordance with the terms of issue. * 137.45 per share was roceived from the concerned allottees on application and shares were allotted. The Board had made a call of * 137.45 per Rights Equity Share (including a premium of ? 127.45 per share) from 22nd December. 2023 to 4th January. 2024. As on March 31.2024. 82,46,012 fully paid-up equity shares are outstanding.

•Treasury Shares

Treasury shores were held by Nucleus Stock Trust which represents NIL (PV: 1,05,183) Equity Shares of ?10/- each fully paid-up of the Company, issued pursuant to a Scheme of Arrangement approved by the Hon''ble High Court of Bombay vide its Order dated February 10, 2006. to the Nucleus Stock Trust, created wholly lor the benefit of the Company and is being managed by trustees appointed by it.

Description of the nature and purpose of Other Equity

Capital Reserve: Capital reserves created by the Company due to forfeiture of Equity Shares of the Company on occasion of Amalgamation.

Securities Premium: Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013

Retained Earnings: Retained Earnings are the profits/flosses) that the Company has earned till date and s net of amount transferred to other reserves such as general reserves etc., amount distributed as dividends and adjustments on account of transition to Ind AS.

Equity Instruments through Other Comprehensive Income: This represents cumulative gains/flosses) arising on the measurement of equity instruments at Fair Value through Other Comprehensive Income.

Footnotes:

(1) The Company received pay orders valuing to < 5,072 (< in ''000) from a customer in the financial year 1994-95 In respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of <2.686 (< in 000) (previous year <2,686 (< in ''000)). The Customs Department filed a reference petition before the Hon''ble High Court of Judicature at Bombay and the same is pending for disposal.

During the financial year 2007-08, the Company received an order imposing a penalty of <13,500 (< in ''000) from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it has complied with the relevant regulations of the Reserve Bank of India as contained in FLM - Memorandum of Instructions to Full-Fledged Money Changers. The Company filed an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order, which is received and settled for an amount of < 1.000 (< in *000) and paid during the year.

(2) The Service Tax Department had raised a demand of <10,198/-{< in ''000). reflected above in contingent liability, by passing an Ex parte order dated 11th April 2008. The Company''s appeal against this order was dismissed by Commissioner (Appeals). Against this order the Company has filed appeal before CESTAT Mumbai. The management, based on expert''s advice, is confident that the demand is not sustainable and hence no provision for the same is made in the books of account.

(3) The Company had received assessment order for financial year 2015-16 (Assessment year 2016-17) raising demand of < 589.87 {< in ’000). The said demand had arisen on account of disallowance of part of business expenditure by treating expenditure against house property income. The Company has deposited < 118.00 K in ''000) against the said demand and had filed an appeal against the same. The Department has adjusted pending refund for previous years Amounting to f. 425.54 (f in ''000) of A.Y. 2018-19 and * 72.28 (< in ''000) of AY 2017-18 against the said demand.

(4) The Company had received assessment order for financial year 2016-17 (Assessment year 2017-18) raising demand of * 11,676 (< in ’000). The said demand had arisen on account of disallowance of part of business expenditure by treating expenditure against house property income. The Company has deposited f 1,215 (< in ''000). against the said demand and had filed an appeal against the same.

(5) Financial guarantee issued by the Company in respect of Bank Overdraft facility availed by Asit C Mehta Investment Interrmediates Limited by way of mortgage of certain immovable property (office unit no. 101 -A & 103-A). Accordingly, the financial guarantee issued by the Company are initially measured at Fair value of < 63,000 K in ''000)/ (As on 31.03.2023 < 63,000 (< in ’000)/-] and accounted as contribution and recognised as cost of Investment.

(6) In respect of items above, it is not possible for the company to estimate the timings of cash outflows which would be determinable only on receipt of judgments pending at various forums/authorities.

(7) The management, based on the expert''s advice, is confident that the said tax demands are not sustainable and hence no provision for the same is made in the books of account.

(8) The company does not expect any reimbursement in respect of above contingent liabilities.

Noteonolher risks;

Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the eno of the reporting period on government bonds. If the return on pl3n asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Interest Risk -A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate geneially increases the mark to market value of the assets depending on the duration of asset.

Salary risk -The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more lhan assumed level will increase the plan''s liability.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

ihe lair volues of the financial assets and liabilities are defined as the price that would be received to sell an 3$set or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation

I. The fair values of investment m quoted equity shares, if 3ny. is based on the current bid pnce of respective Investment as at the Balance Sheet dote.

ii. The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate thBt the carrying amounts would be significantly different from the values that would eventually be receded or settled.

Fair Value measurement hierarchy

I Ihe fair value of financial instruments ns referred below hove been ciassifiud into three categories depending on the Inputs used in the valuation technique.

ii. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements)

The categories used ere as follows:

Level 1 Quoted prices for identical instruments in an sctive market,

Level 2: Directly or Indirectly observable market inputs, other than Level 1 inputs; and Level 3; inputs which ore not based on observable market dota.

A. Capital Management

For the purpose of the Company''s Capital Management. Capital includes issued Equity Capital and all Other Reserves attributable to the Equity shareholders of the Company. The Primary objective of the Company''s Capital Management is to maximise the shareholders'' value. The Company''s Capital Management objectives are to maintain equity including all reserves to protect economic viability and to finance any growth opportunities that may be available in future so as to maximise shareholder’s value. The Company monitors capital using debt-equity ratio as its base, which is total debt divided by total equity.

B. Financial Risk Management and Policies

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The risk management policy is approved by the Company''s Board. The Company''s principal financial liabilities comprise of loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations in select instances. The Company''s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations and investments. The company is exposed to market risk, credit risk, liquidity risk etc. The objective of the Company’s financing policy are to secure solvency, limit financial risks and optimise the cost of capital. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company risk management framework. The Company manages the risk basis policies approved by the board of directors. The board of directors provides written principles for overall risk management. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

In order to avoid excessive concentration of risk, the Company''s policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents (excluding cash on hand) and bank deposits is managed by only accepting highly rated deposits from banks and financial institutions across the country.

i) Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investments in units of mutual funds, other balances with banks, deposits and other receivables.

a) Trade Receivable

Customer credit risk is managed by Company''s established policy, procedure and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.

b) Financial instruments

The Company limits its exposure to credit risk by investing mainly in units of debt funds issued by mutual funds and that too have higher credit rating. The company monitors changes in credit risk by tracking published external credit ranking.

li) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial instruments. The Company has designed risk management framework to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

(i) Interest rate risk

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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Company''s profit before tax Is affected through the impact on floating rate borrowings, as follows:

(ii) Price risk

The Company invests its surplus funds in various mutual funds (debt fund, equity fund, liquid schemes and income funds etc.), short term debt funds, government securities and fixed deposits. In order to manage its price risk arising from investments, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

a) Equity Risk

The Company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic purposes. The Company does not actively trade these investments. Profit for the year ended March 31, 2024 and March 31. 2023 would have been unaffected as the equity investments are FVTOCI and none of the investments were disposed off during the year and resulting profit/(loss) on sale of investment is required to be recorded in Other Comprehensive Income.

iii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability'' to sell a financial asset quickly at close to its fair value. The Company maintains a cautious liquidity strategy, with a positive cash balance throughout the yesr. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. Cash flow from operating activities provides the funds to service and finance the financial liabilities on a day-to-day basis.

Note 44:

Information on Segment Reporting as per Ind AS 108 on "Operating Segments":

Operating Segments are those components of the business whose operating results are regularly reviewed by the Chief Operating Decision making body in the company to make decisions for performance assessment and resource allocation.

The Company has identified two reportable primary segments, Investment activities and Advisory and Consultancy services in term of Ind AS 108 on'' Operating Segment''.

Notes to Financial Statements:

Note 45: Title deeds of Immovable Properties not held in name of the Company^

The title oeeds cl all the immovable properties in financial statements, are held In the name of the Company.

Note 46: Details of Benami Property held

The Company does not have any Benami property, where any proceedings have been initiated or pending against the Company for holding any Benami property.

Note 47: Wilful Defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government

Note 48: Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956

The Company does not have any transactions with companies struck oft under section 248 of the Companies Act. 2013 or section 560 of Companies Act. 19S6.

Note 49: Registration of charges or satisfaction with Registrar of Companies

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

Note 50: Compliance with number of layers of companies

The Company has to comply with the number of layers prescribed under clausa (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules. 2017. This note is Not Applicable to the company.

Note 51: Undisclosed income

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous year) in the tax assessments under the Income Tax Act. 1961

Note 52: Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the Current year and Previous year.

Note 53: The Code on Social Security 2020

The Cooe on Social Security 2020 (''the Code'') relating to employee benefits, during the employment and post-employment, has received Presidential 3ssent on September 28,2020. The Code hes been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13,2020. However, the effective dete from which tne changes 3re applicable is yet to be notified and rules for quantifying tne financial impact are also not yet issued.

The Company v/ili assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective Bnd the related rules to determine the financial impact are published. Based on a preliminary assessment, the entity believes the impact cf the change will not be significant.

Note 54: Compliance with approved scheme of arrangement

Pursuant to the Composite Scheme of Arrangement (the "Scheme") under the provisions of Section 230 to 232 of the Companies Act, 2013 in respect of merger of Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) with the Company, the Board of Directors of the Company at its meeting held on April IS. 2021. considered and approved the Scheme. The Scheme has also been approved by the Hon''blc National Company Law Tribunal ("NClT") vide its order dated January 20,2023. with the appointed date of March 31.2021. All the assets, liabilities, reserves and surplus of the Transferor Company have been transferred to and vested In the Company with effect from appointed data at their carrying values. The Company had received requisite approvals from the Honourable NCLT having jurisdiction over the Company and the Transferor Company. The Company has given effect to the scheme in the standalone financial statements for the year ended March 31,2023.

As per the requirements of Appendix C to Ind AS 103 “Business Combination*, the financial information in the standalone financial statements in respect of prior periods hsve been restated as if the common control business combination had occurred from the beginning of the preceding period in the standalone financial statements. Accordingly, the comparatives for the year ended 31 March 2022 have been reslated after recognising tne effect of the merger as 3tated above.

Note 55: No Significant Subsequent events have been obsen/ed which may requite an adjustments to the financial statements.

Note 56: 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 lo iha Group.

Note 57: Previous years figures have been regrouped and reclassified wherever necessary.

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

For Manek & Associates

Chartered Accountants

!CAI Firm Registration Number: 0125679W

Sd/- Sd/- Sd/-

Shailesh Manek Deena A Mehta Madhu M Lunawat

Partner Director Director

Membership Number: 034925 DIN: 00168992 DIN: 06670573

Mumbai Mumbai Mumbai

May 23.2024 May 23.2024 May 23,2024

Sd/- Sd/-

Binoy K Dharod Puspraj R Pandey

Chief Financial Officer Company Secretary

Mumbai Mumbai

May 23.2024 May 23,2024

---

Mar 31, 2023

2.10 Provisions, Contingent Liabilities and Contingent Assets

Provision is 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 obligation. Provision is not recognised for future operating losses.

Provision is measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, the amount of provision is discounted using an appropriate pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage oftime is recognised as a finance cost.

A Contingent liability is disclosed in case of a present obligation arising from past events, when it is either not probable that an outflow of resources will be required to settle the obligation, or a reliable estimate of the amount cannot be made. A Contingent Liability is also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

Contingent Assets are not recognised but where an inflow of economic benefits is probable, contingent assets are disclosed in the financial statements.

2.11 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits of a transaction will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

Rental Income

Rental Income is accounted as and when accrues on straight line method and reported net of goods and service tax. Interest Income

Interest income from a financial asset is recognised on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of that financial asset.

Dividends

Dividend income from investments is recognised when the Company''s right to receive dividend is established, which is generally when shareholders approve the dividend.

Advisory

Revenue from advisory, brokerage and consultancy services is recognised on rendering of services / work performed and reported net of goods and service tax.

Other Non-operating Income

All other income is recognised on an accrual basis, when there is no uncertainty in the ultimate collection / realisation.

2.12 Employee Benefits

(i) Short term employee benefits

Employee benefits such as salaries, wages, short term compensated absences, expected cost of bonus and ex-gratia falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

(ii) Long-term employee benefits:

• Defined Contribution Plan:

Provident Fund:

The eligible employees of the Company are entitled to receive post-employment benefits in respect of provident, in which both employees and the Company make monthly contributions at a specified percentage of the employee’s eligible salary (currently 12%). The contributions if any, are made to the Central Provident Fund under the State Pension Scheme. Provident Fund is classified as Defined Contributions Plans as the Company has no further obligation beyond making the contribution. The Company’s contribution if any, is charged to the Statement of Profit and Loss as incurred.

• DefinedBenefitPlan: a. Gratuity:

The Company has an obligation towards gratuity, a defined benefits retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees at retirement or death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. The Company pays these benefits as and when due based on its own liquidity.

Remeasurement, comprising actuarial gains and losses is reflected immediately in the Balance Sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or Loss. Past service cost is recognised immediately for both vested and the non-vested portion. The retirement benefit obligation recognised in the Balance sheet represents the present value of the defined benefit obligation.

b. Compensated absences:

The Company provides for encashment of leave or leave with pay subjectto certain rules. The liability is recognized based on number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the Statement of Profit and loss in the year in which they arise.

2.13 Taxes

Income tax expense represents the sum ofthe tax currently payable and deferred tax.

Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company''s current tax is calculated as per the applicable provisions and tax rates that have been enacted or substantively enacted by the end of the reporting period and the provisions of the Income Tax Act, 1961 and other tax laws, as applicable.

Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when deferred income tax assets and liabilities relate to the income tax levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net or simultaneous basis.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part ofthe asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

2.14 Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purposes of the cash flow statement, cash and cash equivalents include balance with banks, cash on hand, cheques/ draft on hand and short-term deposits net of bank overdraft.”

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets and Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Initial Recognition:

Financial assets and Financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at Fair Value through Profit or Loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fairvalue through profit or loss are recognised in the Statement of Profit and Loss.

Classification and Subsequent Measurement: Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, Fair Value Through Other Comprehensive Income (“FVTOCI”) or FairValue Through Profit or Loss (“FVTPL”) on the basis offollowing:

• the entity’s business model for managing the financial assets; and

• the contractual cash flow characteristics ofthe financial assets.-Amortised Cost:

A financial asset shall be classified and measured at amortised cost, if both ofthe following conditions are met:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Fair Value through Other Comprehensive Income (FVTOCI):

A financial asset shall be classified and measured at FVTOCI, if both ofthe following conditions are met:

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Fair Value through Profit or Loss (FVTPL):

A financial asset shall be classified and measured at FVTPL unless it is measured at amortised cost or at FVTOCI.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification ofthe financial assets.

Classification and Subsequent Measurement: Financial liabilities:

Financial liabilities are classified as eitherfinancial liabilities at FVTPL or''otherfinancial liabilities’.

Financial Liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL.

Gains or Losses on liabilities held fortrading are recognised in the Statement of Profit and Loss.

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part ofthe effective interest rate, transaction costs and other premiums or discounts) through the expected life ofthe financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Impairment offinancial assets:

The Company recognises loss allowance using expected credit loss model for financial assets which are not measured at Fair Value through Profit or Loss. Expected credit losses are weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at original effective rate of interest.

Derecognition offinancial assets:

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum ofthe consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in Statement of Profit or Loss if such gain or loss would have otherwise been recognised in Statement of Profit or Loss on disposal ofthat financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date ofthe transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in statement of profit or loss if such gain or loss would have otherwise been recognised in Statement of Profit or Loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

Derecognition offinancial liabilities:

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different.

Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by the Company are initially measured at their fair values and are subsequently measured at the higher of:

• the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109; and • the amount initially recognized less, when appropriate, the cumulative amount of income recognized in accordance with the principles of Ind AS 18

When guarantee in relation to loans or other payables of subsidiaries are provided for no compensation, the fair values are accounted for as contributions and recognized as cost of investment.

Offsetting:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.16 Leases

The Company has adopted Ind AS 116-Leases effective 1st April, 2019, using the modified retrospective method.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a Lessor

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 to allocate the consideration in the contract.

The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘Other Operating Revenue under Revenue from Operations in the Statement of Profit and Loss.

The accounting policies applicable to the Company as a lessor in the comparative period were not different from Ind AS 116.

As a Lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified assest for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether :

i. the contract involves the use ofan identified asset;

ii. The Company has subsantially all of the economic benefits from use ofthe asset through the period ofthe lease and

iii. The Company has the right to direct the use of the asset.

Operating Leases

Leases are classified as operating leases whenever the terms ofthe lease do not transfer substantially all the risks and rewards incidental to ownership.

Lease rentals on assets under operating lease are recognized or charged to the Statement of Profit and Loss on a straight line basis over the term of the relevant lease.

Assets leased out under operating leases are continued to be shown under the respective class of assets. Rental income is recognised on a straight line basis over the term of the relevant lease.

Where the rental are structured solely to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue.

2.17 Right-of-Use Asset (“ROU”)

At the date of commencement of the lease, the Company recognise a right-of-use-asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short-term lease and lease of low-value assets.

The Right-of-use assets are initially recognised at cost, which comprise the initial amount of the lease liability adjusted for any lease payments made at or prior to thecommencement date of the lease plus any initial direct cost less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight line basis over the shorter the lease term and useful life of the underlying asset and the average lease terms.

The Right-of-use assets is also subject to impairement. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

2.18 Earnings Per Share

The basic earnings per share are computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting period. Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity and dilutive equity equivalent shares, if any, outstanding during the year, except where the results would be anti-dilutive.

2.19 Critical Accounting judgments and Key Sources of Estimation Uncertainty

The preparation of the financial statements requires the management to make judgments, estimates and assumptions in the application of accounting policies and that have the most significant effect on reported amounts of assets, liabilities, incomes and expenses, and accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period ofthe revision and future periods if the revision affects both current and future periods.

Key estimates, assumptions and judgments

The key assumptions concerning the future and other major sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

Income taxes

Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/ recovered for uncertain tax positions as also to determine the amount of deferred tax that can be recognised, based upon the likely timing and the level offuture taxable profits. Refer Note. 34

Depreciation and amortisation

Property, Plant and Equipment/ Other Intangible Assets are depreciated/amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on the Company’s historical experience with similar assets and taking into account anticipated technological changes or commercial obsolescence. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/amortisation to be recorded during any reporting period. The depreciation/amortisation for future periods is revised, if there are significant changes from previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life of the assets. Refer Note: 3A and 3C

Employee Benefit Plans

The cost of the defined benefit gratuity plan and other-post employment benefits and the present value of gratuity obligations and compensated absences are determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Refer Note. 30

Impairment of Financial Assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Recoverability of Trade Receivables

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment. Refer Note. 5 and Note 9.

FairValue measurements of Financial Instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets (Net Assets Value in case of units of Mutual Funds), their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values, judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affectthe reported fairvalue offinancial instruments.

Impairment of Assets

The Company has used certain judgments and estimates to work out future projections and discount rates to compute value in use of cash generating unit and to access impairment. In case of certain assets independent external valuation has been carried out to compute recoverable values of these assets.

Provisions

Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgment to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances. Refer Note. 20

2.20 Business combination under common control

Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities or businesses are reflected at their carrying amounts after making adjustments necessary to harmonise the accounting policies. The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in the same form in which they appeared in the financial statements of the transferor and the difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve.

2.21 Rounding offamounts

All amounts disclosed in financial statements and notes have been rounded off to the nearest thousands as per requirement of Schedule III of the Act, unless otherwise stated.

Footnotes:

(1) The Company received pay orders valuing to ? 5,072 (? in ‘000) from a customer in the financial year 1994-95 in respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of ?2,686 (? in ‘000) (previous year ?2,686 (? in ‘000)). The Customs Department filed a reference petition before the Hon’ble High Court of Judicature at Bombay and the same is pending for disposal.

During the financial year 2007-08, the Company received an order imposing a penalty of ?13,500 (? in ‘000) from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it has complied with the relevant regulations of the Reserve Bank of India as contained in FLM - Memorandum of Instructions to Full-Fledged Money Changers. The Company filed an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order, which is pending.

(2) The Service Tax Department had raised a demand of ?10,198/-(? in ‘000) , reflected above in contingent liability, by passing an Ex parte order dated 11th April 2008. The Company''s appeal against this order was dismissed by Commissioner (Appeals). Against this order the Company has filed appeal before CESTAT Mumbai. The management, based on expert’s advice, is confident that the demand is not sustainable and hence no provision for the same is made in the books of account.

(3) The Company had received assessment order for financial year 2015-16 (Assessment year 2016-17) raising demand of? 590 (? in ‘000). The said demand had arisen on account of disallowance of part of business expenditure by treating expenditure against house property income. The Company has deposited ? 118 (? in ‘000). against the said demand and had filed an appeal against the same. The Department has adjusted pending refund for previous years amounting to ? 426 (? in ‘000). of A.Y. 2018-19and ? 72(?in‘000).of AY 2017-18againstthesaiddemand.

(4) The Company had received assessment order for financial year 2016-17 (Assessment year 2017-18) raising demand of? 11,676 (? in ‘000). The said demand had arisen on account of disallowance of part of business expenditure by treating expenditure against house property income. The Company has deposited ? 1,215 (? in ‘000). against the said demand and had filed an appeal against the same.

(5) Financial guarantee issued bythe Company in respect of Bank Overdraft facility availed byAsitC Mehta Investment I nterrmediates Limited by way of mortgage of certain immovable property (office unit no.101-A& 103-A). Accordingly, the financial guarantee issued by the Company are initially measured at Fair value of ? 630 (? in ‘000)/ [As on 31.03.2022 ?630 (? in ‘000)/-] and accounted as contribution and recognised as cost of Investment.

(II) Related parties where significant influence exists.

Asit C Mehta Commodity Services Limited Cliqtraders Stockbrokers Private Limited Pantomath capital advisors private limited

(III) Key Management Personnel (KMP)

Mr. Asit C Mehta :- Chairman and Director

Mrs. Deena A. Mehta :- Non-Executive Director

Mr. Kirit Vora :- Non-Executive Director

Mr. Radha Krishna Murthy :- Independent Director

Mr. Pundarik Sanyal :- Independent Director

Mr. Binoy Dharod Chief Financial Officer (From 1st September, 2022)

Ms. Khushboo Hanswal :- Company Secretary (Form 13th February, 2023)

Ms. Gauri Gokhale Company Secretary (From 27th May, 2022 Upto 21st October, 2022)

Mr. Sumit Sharma Company Secretary and Compliance officer (Upto 16th May, 2022)

Note 44:

Financial Instruments :

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants atthe measurement date.

Valuation

i. The fair values of investment in quoted equity shares, if any, is based on the current bid price of respective investment as at the Balance Sheet date.

ii. The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

FairValue measurement hierarchy

i. The fair value of financial instruments as referred below have been classified into three categories depending on the inputs used in the valuation technique.

ii. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

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

Level 2: Directly or indirectly observable market inputs, otherthan Level 1 inputs; and

|p\/p| Innntc whirh arp nnt hpcpH nn nhcprvphlp market data

B. Financial Risk Management and Policies

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The risk management policy is approved by the Company’s Board. The Company’s principal financial liabilities comprise of loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations in select instances. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations and investments. The company is exposed to market risk, credit risk, liquidity risk etc. The objective of the Company’s financing policy are to secure solvency, limit financial risks and optimise the cost of capital. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company risk management framework. The Company manages the risk basis policies approved by the board of directors. The board of directors provides written principles for overall risk management. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents (excluding cash on hand) and bank deposits is managed by only accepting highly rated deposits from banks and financial institutions across the country.

i) Credit Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investments in units of mutual funds, other balances with banks, deposits and other receivables.

a) Trade Receivable

Customer credit risk managed by Company’s established policy, procedure and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.

b) Financial instruments

The Company limits its exposure to credit risk by investing mainly in units of debt funds issued by mutual funds and that too have higher credit rating. The company monitories changes in credit risk by tracking published external credit ranking.

ii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments and derivative financial instruments. The Company has designed risk management framework to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

(i) Interest rate risk

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. The Company exposure to the risk of changes in marketinterest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Note 51: Registration of charges or satisfaction with Registrar of Companies

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

Note 52: Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

Note 53: Undisclosed income

The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous year) in the tax assessments under the Income Tax Act, 1961.

Note54: Detailsof CryptoCurrencyorVirtualCurrency

The Company has not traded or invested in Crypto currency or Virtual Currency during the Current year and Previous year.

Note 55: The Code on Social Security 2020

The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.

The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. Based on a preliminary assessment, the entity believes the impact ofthe change will not be significant.”

Note 56:Compliance with approved scheme ofarrangement

Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013 in respect of merger of Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) with the Company, the Board of Directors of the Company at its meeting held on April 16, 2021, considered and approved the Scheme. The Scheme has also been approved by the Hon’ble National Company Law Tribunal (“NCLT”) vide its order dated January 20, 2023, with the appointed date of March 31,2021. All the assets, liabilities, reserves and surplus of the Transferor Company have been transferred to and vested in the Company with effect from appointed date at their carrying values. The Company had received requisite approvals from the Honourable NCLT having jurisdiction over the Company and the Transferor Company. The Company has given effect to the scheme in the standalone financial statements for the year ended March 31,2023.

As per the requirements of Appendix C to Ind AS 103 “Business Combination”, the financial information in the standalone financial statements in respect of prior periods have been restated as if the common control business combination had occurred from the beginning ofthe preceding period in the standalone financial statements. Accordingly, the comparatives forthe year ended 31 March 2022 have been restated after recognising the effect ofthe merger as stated above.

Note 57: No Significant Subsequent events have been observed which may require an adjustments to the financial statements.

Note 58: Previous year’s figures have been regrouped and reclassified wherever necessary.

As per our report of even date attached

For MSKA&Associates For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm Registration Number :105047W

Swapnil Kale ^{Asit c} Mehta Kirit H Vora

_Partner Director Director

Membership Number: 117812 ^{DIN: 00169048 DIN: 00168907}

Mumbai Mumbai

May 29, 2023. May 29, 2023.

Binoy Dharod Khushboo Hanswal

Chief Financial Officer Company Secretary

Mumbai Mumbai Mumbai

May 29, 2023. May 29, 2023. May 29, 2023.

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Mar 31, 2015

Note 1. :- Based on an Expert opinion , the depreciation on the revaluation amount has been debited to the Revaluation Reserve account instead of debiting to Profit and loss account.

Notes:

a) The above loans including current maturities are secured by: i) Equitable mortgage of Office premises bearing nos 404B,504B and 604B at 'Nucleus House' Andheri E, Mumbai for the loans availed from a bank; ii) A deed of mortgage for Office premises located at 'Nucleus House', 'A' Wing, 3rd foor to 7th Floor (Previous year entire "A" wing containing ground foor to 7th Floor) Andheri East, Mumbai and also by irrevocable and unconditional personal guarantees of Mr. Asit C. Mehta and Mrs. Deena A Mehta Directors of the Company. iii) Secured by Equitable / registered mortgaged of the properties located at Nucleus House "B" Wing, 2nd and7th Floor - Rate of Interest -13% Repayable in 180 Monthly installment including interest.

b) Repayment terms of outstanding long-term borrowings (excluding current maturities) as on 31.3.2015 i) Repayment of Term Loan from STCI Finance Ltd : Bullet payment - May, 2016; ii) Repayment of Term Loan of Edelweiss Housing Finance Ltd in 180 monthly installments of Rs.7,59,146 per month commencing from May' 2014

2.a) The Company received pay orders valuing to Rs.50.72 lacs from a customer in the financial year 1994-95 in respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of Rs.26.86 lacs (previous year Rs.26.86 lacs). The Customs Department fled a reference petition before the Hon'ble High Court of Judicature at Bombay and the same is pending for disposal.

During the financial year 2007-08, the Company received an order imposing a penalty of Rs.100 lacs from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it has complied with the relevant regulations of the Reserve Bank of India as contained in FLM – Memorandum of Instructions to Full-Fledged Money Changers. The Company filed an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order which is pending.

b) The Service Tax Department had raised a demand of Rs.67,98,386/-, reflected above in contingent liability, by passing an Ex parte order dated 11th April 2008. The Company has preferred an appeal and the same is still pending and the management, based on expert advice, is confident that the demand is not sustainable and hence no provision for the same is made in the books of accounts.

3. The Company has not received any intimation from the 'suppliers' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and therefore no such disclosure under the said act is considered necessary. This has been relied upon by the auditors

4. Disclosures under Accounting Standards 28.1 Employee Benefits plan

a. Post-employment benefit plans Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing Benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the Statement of Profit and Loss for the year in which they occur. Past service cost is recognized immediately to the extent that the Benefits are already vested and otherwise is amortized on a straight line basis over the average period until the Benefits become vested.

The retirement benefit obligations recognized in the balance sheet represents the present value of the defined benefit obligations as adjusted for unrecognized past service cost.

Note: Since the leave encashment liability did not exist at the year end figures of reporting period are not given.

The above expenses have been recognized under the 'Employee benefit expense' in the Statement of Profit and loss.

5. Segment Information

The primary and secondary reportable segments are business segments and geographical segments respectively. Business Segments:

a. Investment activities

b. Advisory and Consultancy services

There is no reportable geographical segment since all the business activities are in India.

6. Related parties transactions

A) Related parties where control exists:

i) Wholly Owned Subsidiary: Nucleus IT Enabled Services Ltd (formerly known as Nucleus GIS And ITES Ltd) ii) Asit C Mehta Investment Intermediates Ltd -

a) as Associate concern upto 14.12.14;

b) as Subsidiary company from 15.12.2014.

B) Related parties where Significant influence exists and where transactions have taken place:

- Common control:- - Asit C Mehta Forex Private Limited

- Asit C Mehta Real Estate Services Pvt. Ltd. (Formerly known as All Alertz.com (India) Pvt. Ltd.)

C) Key Management Personnel

Mr. Asit C Mehta and Mrs. Deena A. Mehta

7. Loans and advances include Balance with Nucleus Stock Trust representing Rs.118,985 (Previous year: Rs.127,251) equity shares of the company issued pursuant to the Scheme of amalgamation approved by the Hon'ble Bombay High Court vide its order dated February 10, 2006. The Company is the sole beneficiary in Nucleus Stock Trust.

8. As at 31st March, 2015, there was a complete erosion in the net worth of Nucleus IT Enabled Services Ltd (a wholly-owned subsidiary of the Company) in which investment at the cost of Rs.300 lacs, in 30 lacs equity shares of Rs.10 each have be made by the Company. However, the Company is of the opinion that the above investment is strategic and long-term in nature and diminution, if any, in the value of investments is temporary in nature and as a consequence no provision for diminution in the value of Equity shares of Nucleus IT Enabled Services Ltd is made.

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

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Mar 31, 2014

1. Share Capital

a) Details of forfeited shares

* these shares were originally issued by erstwhile Nucleus Netsoft And GIS (India) Ltd which was amalgamated with the Company.

b) The Company has only one class of shares referred to as equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to number of equity shares held by shareholders.

2. Long term Borrowings - Secured

a) The above loans including current maturities are secured by:

i) equitable mortgage of Office premises bearing nos 404B,504B and 604B at ''Nucleus House'' Andheri E, Mumbai for the loans availed from a bank;

ii) a deed of mortgage for Office premises located at ''Nucleus House'', ''A'' Wing, Andheri (E), Mumbai and also by the personal guarantees of Mr. Asit C. Mehta and Mrs. Deena A Mehta - directors of the Company with a undertaking for non-disposal of their shareholding in the Company during the tenor of the loan without the prior approval of STCI Finance Ltd.

b) Repayment terms of outstanding long-term borrowings (excluding current maturities) as on 31.3.2014

i) Repayment term of Term Loans from a Bank

* in quarterly instalments of Rs 7,92,500 each commencing from May, 2015

ii) Repayment of Term Loan from STCI Finance Ltd:

* Nov, 2015 Rs 500 lacs; and May, 2016 Rs 1000 lacs;

3. Depreciation and amortization

Consequent to the revaluation there is an additional charge of depreciation of Rs. 61,12,279 (Previous Year Rs. 61,12,279) and an equivalent amount has been recouped from Revaluation Reserve Account.

Note: (i) Details of sum added on revaluation during the preceding 5 years

* During these years no addition on revaluation was made and therefore no information is given

4. Contingent liabilities (to the extent not provided for)

Particulars As at March 31, As at March 31, 2014 2013

Service Tax Matter under dispute 67,98,386 67,98,386

FERA matter (refer Note 7) 100,00,000 100,00,000

Disputed Property Taxes 19,00,810 14,00,424

5. The Company received pay orders valuing to Rs 50.72 lacs from a customer in the financial year 1994-95 in respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of Rs.26.86 lacs (previous year Rs 26.86 lacs). The Customs Department filed a reference petition before the Hon''ble High Court of Judicature at Bombay and the same is pending for disposal.

During the financial year 2007-08, the Company received an order imposing a penalty of Rs 100 lacs from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it has complied with the relevant regulations of the Reserve Bank of India as contained in FLM - Memorandum of Instructions to Full-Fledged Money Changers. The Company filed an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order which is pending.

6. The Company has not received any intimation from the ''suppliers'' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and therefore no such disclosure under the said act is considered necessary. This has been relied upon by the auditors

7. Disclosures under Accounting Standards

8. Employee benefits plan

a. Post-employment benefit plans

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the Statement of Profit and Loss for the year in which they occur. Past service cost is recognized immediately to the extent that the benefits are already vested and otherwise is amortized on a straight line basis over the average period until the benefits become vested.

The retirement benefit obligations recognized in the balance sheet represents the present value of the defined benefit obligations as adjusted for unrecognized past service cost.

b. Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized during the period when the employee renders the service.

Note: Since the leave encashment liability did not exist at the beginning of the year figures of previous year cannot be given.

The above expenses have been recognised under the ''Employee benefit expense'' in the Statement of Profit and Loss.

The actual calculations used to estimate commitments and expenses are based on following assumptions

9. Segment Information

The primary and secondary reportable segments are business segments and geographical segments respectively.

Business Segments:

a. Investment activities

b. Advisory and Consultancy services

There is no reportable geographical segment since all the business activities are in India.

Note: Segment reporting was not applicable in the previous year and hence the figures of the previous year are not given above.

10. Related parties transactions

a. Related parties where control exists:

i) Wholly Owned Subsidiary: Nucleus IT Enabled Services Ltd (formerly known as Nucleus GIS And ITES Ltd)

b) Related parties where significant influence exists and where transactions have taken place:

* Associate concern: Asit C Mehta Investment Intermediates Limited

* Common control.

* Asit C Mehta Forex Private Limited

* All Alertz.com Private Limited

c) Key Management Personnel

Mr. Asit C Mehta and Mrs. Deena A. Mehta

d) Transcations with related parties

11. Earnings per share:

The basic earnings per share is computed by dividing the net profit after tax attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting year.

12. Loans and advances include Balance with Nucleus Stock Trust representing 127,251 (Previous year: 127,251) equity shares of the company issued pursuant to the Scheme of amalgamation approved by the Hon''ble Bombay High Court vide its order dated February 10, 2006. The Company is the sole beneficiary in Nucleus Stock Trust.

13. As at 31st March, 2013, there was a complete erosion in the net worth of Nucleus IT Enabled Services Ltd (formerly known as Nucleus GIS And ITES Ltd) (a wholly-owned subsidiary of the Company) in which investment at the cost of Rs. 300 lacs in

14. lacs equity shares of Rs. 10 each have be made by the Company. However, the Company is of the opinion that the above investment is strategic and long-term in nature and diminution, if any, in the value of investments is temporary in nature and as a consequence no provision for diminution in the value of Equity shares of Nucleus IT Enabled Services Ltd is made.

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

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Mar 31, 2013

1. Corporate Information:

The Company is a public limited company domiciled and headquartered in India and is incorporated under the provisions of Companies Act, 1956. The shares of the Company are listed on BSE Ltd. The Company holds investments exclusively of the group companies and earns dividend/interest from the same as and when declared/ due. The Company also earns rental income from the properties given on lease to the group companies. The Company has classified the aforesaid business as an ''investment activities''.

2. The Company received pay orders valuing to Rs 50.72 lacs from a customer in the financial year 1994-95 in respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of Rs.26.86 lacs (previous year Rs 26.86 lacs). The Customs Department filed a reference petition before the Hon''ble High Court of Judicature at Mumbai and the same is pending for disposal.

During the financial year 2007-08, the Company received an order imposing a penalty of Rs 100 lacs from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it had complied with the relevant regulations of the Reserve Bank of India as contained in FLM - Memorandum of Instructions to Full-Fledged Money Changers. The Company filed an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order which is pending.

3. The Company has not received any intimation from the ''suppliers'' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and therefore no such disclosure under the said act is considered necessary. This has been relied upon by the auditors

4. Disclosures under Accounting Standards

4.1 Employee benefits plan3

a. Post-employment benefit plans

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the Statement of Profit and Loss for the year in which they occur. Past service cost is recognized immediately to the extent that the benefits are already vested and otherwise is amortized on a straight line basis over the average period until the benefits become vested.

The retirement benefit obligations recognized in the balance sheet represents the present value of the defined benefit obligations as adjusted for unrecognized past service cost.

b. Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized during the period when the employee renders the service.

Note: The Company had only one employee during the year and the liability for the leave encashment, if any, is provided on actual and not actuarial basis and therefore no working is given.

The above expenses have been included under ''contribution to provident and other fund'' under the employee''s cost in the profit and loss account. .

The actuarial calculations used to estimate commitments and expenses in respect of gratuity are based on the following assumptions which if changed, would affect the commitment''s size, funding requirements and expense.

4.2 Segment information

The Company operates into one segment only as detailed in note 1 above.

4.3 Related parties transactions

a. Related parties where control exists:

Wholly Owned Subsidiaries:- Nucleus GIS, Inc. USA (dissolved during the previous year) and Nucleus GIS And ITES Ltd

b. Related parties where significant influence exists and where transactions have taken place:

Associate Company - Asit C Mehta Investment Intermediates Ltd - Associate

All Alertz.com (India) Private Ltd - A Group Company Asit C Mehta Forex Pvt. Ltd A Group Company

c. Key Management Personnel (KMP)

Asit C Mehta - Director Deena A Mehta - Director

Figures for previous year are given in brackets

4.4 Earnings per share:

The basic earnings per share is computed by dividing the net profit after tax attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting year.

5. a) Loans and advances include Balance with Nucleus Stock Trust representing 127,251 (Previous year: 127,901) equity shares of the company issued pursuant to the Scheme of amalgamation approved by the Hon''ble Bombay High Court vide its order dated February 10, 2006. The Company is the sole beneficiary in Nucleus Stock Trust.

b) During the year 650 equity shares of the company (previous year: 198) were sold in the open market by Nucleus Stock Trust and the proceeds thereof were received by the Company. The gain realized on the sale aggregated to Rs. 24,143 (previous year Rs. 7,765/-) has been credited to the Statement of Profit and Loss.

6. As at 31st March, 2013, there was a complete erosion in the Net worth of Nucleus IT Enabled Services Ltd (formerly known as Nucleus GIS And ITES Ltd) (a wholly-owned subsidiary of the Company) in which investment at the cost of Rs. 300 lacs in 30 lacs equity shares of X 10 each have be made by the Company. However, the Company is of the opinion that the above investment is strategic and long-term in nature and diminution, if any, in the value of investments is temporary in nature and as a consequence no provision for diminution in the value of Equity shares of Nucleus IT Enabled Services Ltd is made.

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

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Mar 31, 2011

1. Capital commitments and contingent liabilities

( Rs.)

Particulars March 31,2011 March 31,2010

Estimated amount of contracts remaining to be executed on capital account and not provided for - 32,00,000 (net of advances)

Contingent liabilities not provided:

Bank guarantees to customs for EOU bonding - 62,500

Service Tax Matter under dispute 67,98,386 67,98,386

FERA matter (refer Note 3 ) 100,00,000 100,00,000

2. The Company had received pay orders valuing to Rs. 50.72 lacs from a customer in the financial year 1994-95 in respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of Rs..26.86 lacs (previous year Rs. 26.86 lacs). The Customs Department fled a reference petition before the Hon'ble High Court of Judicature at Bombay and the same is pending for disposal. The Company has also fled a suit with the Hon'ble High Court of Judicature at Bombay against the bank concerned seeking amongst others, a direction to the bank to pay interest on the amount of dishonored pay orders. As at the year end the case is pending for disposal with the Hon'ble High Court of Judicature at Bombay.

During the financial year 2007-08, the Company received an order imposing a penalty of Rs. 100 lacs from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it has complied with the relevant regulations of the Reserve Bank of India as contained in FLM – Memorandum of Instructions to Full-Fledged Money Changers. The said order also stipulated to pre-deposit the penalty for preferring an appeal against the said order. The Company fled an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order and also for waiver of the condition to pre-deposit the penalty. The ATFE rejected the Company's request for the pre-deposit of the penalty and to which the Company fled a Writ petition before the Bombay High Court which waived the pre-deposit of the penalty against furnishing a bank guarantee of equivalent sum and the same is furnished by the Company. The said appeal is pending before ATFE.

on the basis of legal advice obtained, the Management is of the view that the order of the Special Director is erroneous, perverse, and bad in law. The Company had complied with the RBI regulations as stipulated in the FLM Memorandum.

3. Retirement Benefits:

a. Post-employment benefit plans

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defned benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the Profit and Loss account for the period in which they occur. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortized on a straight line basis over the average period until the benefits become vested.

The retirement benefit obligations recognized in the balance sheet represents the present value of the defined benefit obligations as adjusted for unrecognized past service cost.

b. Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized during the period when the employee renders the service.

c. The following table sets out the unfunded status of the gratuity plan, compensated leave absences and the amounts recognized in the Company's financial statements as at March 31, 2011

The above expenses have been included under ‘contribution to provident and other fund' under the employee's cost in the profit and loss account.

The actuarial calculations used to estimate commitments and expenses in respect of gratuity are based on the following assumptions which if changed, would affect the commitment's size, funding requirements and expense.

4. Particulars of Managerial Remuneration

As no commission is payable to Directors, the computation of net profits in accordance with section 309(5) read with section 349 of the Companies Act, 1956 has not been given.

5. Related Parties

a. Related parties where control exists

Wholly owned Subsidiaries - Nucleus GIS, Inc. USA

- Nucleus GIS And ITES Ltd

b. Related parties where signifcant infuence exists and where transactions have taken place:

Associate Company - Asit C Mehta Investment Interrmediates Ltd - Associate

All Alertz.com (India) Private Ltd - A Group Company

Asit C Mehta Forex Pvt. Ltd A Group Company

c. Key Management Personnel (KMP)

Asit C Mehta - Director Deena A Mehta - Director

6. During the year there were no transactions in foreign currency.

7. a) Loans and advances include Balance with Nucleus Stock Trust representing 128,099 (Previous year: 1,50,514) equity shares of the company issued pursuant to the Scheme of amalgamation approved by the Hon'ble Bombay High Court vide its order dated February 10, 2006 to Nucleus Stock Trust, in which the Company is the sole beneficiary.

b) During the year 22,415 shares of the company (previous year: 119,386) were sold in the open market by Nucleus Stock Trust and the proceeds there from were received by the Company. The gain realised on these sale aggregated to Rs. 749,718 (previous year Rs. 38, 08,423/-) which has been credited to Profit and Loss Account.

8. The Company has given a Corporate Guarantee and also created a charge on certain immoveable properties, aggregating to Rs. 420 lacs, to a bank for the credit facilities sanctioned to Nucleus GIS And ITES Ltd (a wholly-owned subsidiary).

9. As at the year end there are no amounts due and outstanding, to be credited to Investors' Education and Protection Fund.

10. During the year the Company operated in a single segment wherein the rentals earned on the premises given on Leave and Licence basis has been considered as "investment activity". As a consequence, no segment reporting is applicable for the current year.

11. The Company has not received any intimation from the 'suppliers' regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and therefore no such disclosure under the said act is considered necessary. This has been relied upon by the auditors.

12. As at 31st March, 2011, there is a substantial erosion in the Networth of Nuleus GIS And ITES Ltd (a wholly-owned subsidary of the Company) in which investment at the cost of Rs. 300 lacs in 30 lacs equity shares of Rs. 10 each have be made by the Company. The Company is of the opinion that the above investment is strategic and long-term in nature and diminution, if any, in the value of investments is temporary in nature and as a consequence no provision for diminution in the value of Equity shares of Nucleus GIS And ITES Ltd is made.

13. Previous year figures are restated / regrouped / rearranged wherever necessary in order to confirm to current years groupings and classifications.

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Mar 31, 2010

1. Discontinued Operations

During the previous financial year i.e. 2008-09, the Company had transferred the Information Technology Enabled Services (ITeS) business to its wholly-owned subsidiary Nucleus GIS And ITES Ltd at net sale consideration of Rs 75,25,605.

2. The Company had received pay orders valuing to Rs 50.72 lacs from a customer in the financial year 1994-95 in respect of Money Changing business that were dishonored by a nationalized bank as per the instructions of Directorate of Revenue & Intelligence. The Company had challenged the proceeding before the Customs, Excise and Gold (Control), Appellate Tribunal, Mumbai (CEGAT) which gave the ruling in favour of the Company for which the company has furnished a bank guarantee of Rs.26.86 lacs (previous year Rs. 26.86 lacs). The Customs Department filed a reference petition before the Honble High Court of Judicature at Bombay and the same is pending for disposal. The Company has also filed a suit with the Honble High Court of Judicature at Bombay against the bank concerned seeking amongst others, a direction to the bank to pay interest on the amount of dishonored pay orders. As at the year end the case is pending for disposal with the Honble High Court of Judicature at Bombay.

During the financial year 2007-08, the Company received an order imposing a penalty of Rs 100 lacs from the Office of the Special Director of Enforcement holding Company guilty in respect of defiance with the instructions contained in the FLM Memorandum. The Company contends that it has complied with the relevant regulations of the Reserve Bank of India as contained in FLM - Memorandum of Instructions to Full-Fledged Money Changers. The said order also stipulated to pre-deposit the penalty for preferring an appeal against the said order. The Company filed an appeal before the Appellate Tribunal for Foreign Exchange (ATFE) contesting the order and also for waiver of the condition to pre-deposit the penalty. The ATFE rejected the Companys request for the pre-deposit of the penalty and to which the Company filed a Writ petition before the Bombay High Court which waived the pre-deposit of the penalty against furnishing a bank guarantee of equivalent sum and the same is furnished by the Company. The said appeal is pending before ATFE.

On the basis of legal advice obtained, the Management is of the view that the order of the Special Director is erroneous, perverse, and bad in law. The Company had complied with the RBI regulations as stipulated in the FLM Memorandum.

3. Retirement Benefits:

a. Post-employment benefit plans

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the Profit and Loss account for the period in which they occur. Past service cost is recognized immediately to the extent that the benefits are already vested, and otherwise is amortized on a straight line basis over the average period until the benefits become vested.

The retirement benefit obligations recognized in the balance sheet represents the present value of the defined benefit obligations as adjusted for unrecognized past service cost.

b. Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized during the period when the employee renders the service.

4. Related Parties

a. Related parties where control exists

Wholly Owned Subsidiaries - Nucleus GIS, Inc. USA

- Nucleus GIS And ITES Ltd

b. Related parties where significant influence exists and where transactions have taken place:

Associate Company - Asit C Mehta Investment Intermediates Ltd - Associate All Alertz.com (India) Private Ltd - A Group Company

c. Key Management Personnel (KMP) Asit C Mehta - Director

Deena A Mehta - Director

8. a) Loans and advances include Balance with Nucleus Stock Trust representing 150,514 (Previous year: 269,900) equity shares of

the company issued pursuant to the Scheme of amalgamation approved by the Honble Bombay High Court vide its order dated February 10, 2006 to Nucleus Stock Trust, in which the Company is the sole beneficiary.

b) During the year 1,19,386 shares of the company (previous year: Nil) were sold in the open market by Nucleus Stock Trust and the proceeds therefrom were received by the Company. The gain realised on these sales aggregated to Rs 38, 08,423/- which has been credited to Profit and Loss Account.

5. During the year interest amounting to Rs. NIL (previous year Rs. 6,67,585) paid on term loans has been capitalized and stated under capital work in progress at the year end.

6. The Company has given a Corporate Guarantee and also created a charge on certain immoveable properties, aggregating to Rs 420 lacs, to a bank for the credit facilities sanctioned to Nucleus GIS And ITES Ltd (a wholly-owned subsidiary).

7. As at the year end there are no amounts due and outstanding, to be credited to Investors Education and Protection Fund.

8. During the year the Company operated in a single segment wherein the rentals earned on the premises given on Leave and Licence basis has been considered as "investment activity". As a consequence, no segment reporting is applicable for the current year.

During the previous year the Company had identified IT Enabled Services and Investment as primary business segments in compliance with the Accounting Standard AS -17 Segment Reporting, considering the Management structure, the internal financial and management reporting and the differential risks and returns of products in each segment. The Company had considered business segment as primary segment for disclosure.

9. Earnings Per Share:

The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting year. Diluted earnings per share are computed using the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value.

Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date.

10. The Company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium

Enterprises Development Act, 2006 and therefore no such disclosure under the said act is considered necessary. This has been relied upon by the auditors.

11. Previous year figures are restated / regrouped / rearranged wherever necessary in order to confirm to current years groupings and classifications.