Notes to Accounts of Bartronics India Ltd.

Mar 31, 2025

4.14 Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required
to settle the obligation. Provisions are 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.

Provisions are reviewed and adjusted, when required, to reflect the current best estimate at the end of each
reporting period.

The Company recognizes decommissioning provisions in the period in which a legal or constructive obligation
is incurred. A corresponding decommissioning cost is added to the carrying amount of the associated
property, plant and equipment, and it is depreciated over the estimated useful life of the asset.

4.15 Contingent Liabilities

Contingent liability is disclosed in case of:

• A present obligation arising from past events, when it is not probable that an outflow of resources will
be required to settle the obligation;

• A present obligation arising from past events, when no reliable estimate is possible;

• A possible obligation arising from past events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the control of the Company where the
probability of outflow of resources is not remote.

4.16 Contingent Assets

Contingent assets are not recognized but disclosed in the Financial Statements when an inflow of economic
benefits is probable.

4.17 Fair Value Measurements

Company follows the hierarchy mentioned underneath for determining fair values of its financial instruments:

• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (prices) or indirectly (derived from prices); and

• Level 3 - Inputs for the asset or liability that are not based on observable market data.

The fair value of financial instruments traded in active markets is based on quoted market prices at the
reporting dates. A market is regarded as active if quoted prices are readily and regularly available from
an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices
represent actual and regularly occurring market transactions on an arm''s length basis. The fair value
for these instruments is determined using Level 1 inputs.

The fair value of financial instruments that are not traded in an active market (for example, over the
counter derivatives) is determined by using valuation techniques. These valuation techniques maximize
the use of observable market data where it is available and rely as little as possible on entity specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
fair valued using level 2 inputs.

If one or more of the significant inputs is not based on observable market data, the instrument is fair
valued using Level 3 inputs. Specific valuation techniques used to value financial instruments include:

• Quoted market prices or dealer quotes for similar instruments.

• The fair value of interest rate swaps is calculated as the present value of the estimated future cash
flows based on observable yield curves.

• The fair value of forward foreign exchange contracts is determined using forward exchange rates at the
reporting dates, with the resulting value discounted back to present value.

• Other techniques, such as discounted cash flow analysis, are used to determine fair value for the
remaining financial instruments.

4.18 Revenue Recognition

The Company derives revenue primarily from providing Financial Inclusion Services to Banks and Financial
Institutions (“Customers”). Revenue is recognized when Company satisfies a performance obligation on the
basis of approved contracts (“Business Correspondent Agreements”) regarding provision of services to a
customer.

The Company also derives revenue from sale of goods and related support services to its customers.
Revenue is recognized upon transfer of control of promised products and services in an amount that reflect
the consideration that is expected to be received in exchange of those products and related services.

The Company considers the terms of the contract in determining the transaction price. The transaction price
is based upon the amount the Company expects to be entitled to in exchange for transferring promised
goods and services to the customer.

4.19 Other Income
Interest Income

For all debt instruments measured either at amortized cost or at FVTOCI, interest income is recorded using
the Effective Interest Rate (“EIR”). EIR is the rate that exactly discounts the estimated future cash payments
or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the
gross carrying amount of the financial asset or to the amortized cost of a financial liability. When calculating
the effective interest rate, the Company estimates the expected cash flows by considering all the contractual
terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not
consider the expected credit losses. Interest income is included in finance income in the Statement of Profit
and Loss.

Interest income on fixed deposits is recognized on a time proportion basis taking into account the amount
outstanding and the applicable interest rate.

Dividend Income

Dividend income is recognized at the time when right to receive the payment is established, which is generally
when the shareholders approve the dividend.

4.20 Foreign currency transactions
Functional and Presentation Currency

The Financial statements are presented in Indian Rupee (INR/?) which is also the functional and presentation
currency of the Company.

Transaction and Balances

Transactions in foreign currencies are translated to the functional currency of the Company, at exchange
rates in effect at the transaction date. At each reporting date monetary assets and liabilities denominated
in foreign currencies are translated at the exchange rate in effect at the date of the Financial Statement.
The translation for other non-monetary assets and liabilities are not updated from historical exchange rates
unless they are carried at fair value.

4.21 Earnings Per Share

Basic earnings per share are calculated by dividing the profit attributable to owners of the Company by
the weighted average number of equity shares outstanding during the financial year, adjusted for bonus
elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to
take into account, the after income tax effect of interest and other financing costs associated with dilutive
potential equity shares and the weighted average number of additional equity shares that would have been
outstanding assuming the conversion of all dilutive potential equity shares.

4.22 Segment Reporting

Operating segments are identified and reported in a manner consistent with the internal financial reporting
provided to the chief operating decision makers, responsible for allocating resources and assessing
performance of the operating segments.

4.23 Events after Reporting Date:

Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the
end of the reporting period, the impact of such events is adjusted within the Financial Statements. Non
Adjusting events after the Balance Sheet date which are material size or nature are disclosed separately in
the Financial Statements.

(B) For the year ended 31st March, 2024

(i) The management has entered into an agreement for sale of Property Plant and Equipment and its
related softwares at factory situated at Raj Bollaram for INR 100 Lakhs. As required under Ind AS 105
the excess carrying value of INR 43.49 Lakhs has been recorded as the impairment of Property Plant
and Equipment as on 31st March 2024. (Refer Note no. 35 below).

(ii) The current management has obtained the control of the Company with effect from 28th March
2023 upon successful implementation of Resolution Plan. The management was in the process of
reconciling the balances with debtors, banks balances, deposits with banks and others and balances
with Government authorities in the books of accounts. During the year some of these balances have
been written off amounting to INR 30.28 lakhs.

35 Disclosures under Ind AS 105 for Non Current Assets Held for Sale

During the previous year ended 31st March 2024, on conclusion of implementation of Resolution Plan, approved
by the Honorable National Company Law Tribunal, the Company had initiated identification and evaluation of
potential buyers for its Property, Plant and Equipment along with its related softwares situated at Raj Bollaram.
The Company had identified the buyer, entered into an agreement for sale and had received advance from the
buyer against the intended sale of Property Plant and Equipment and its related software. Clearance from the
Excise and Custom Department were pending and therefore the Company had not concluded the formalities
regarding such sale. The Company had accordingly, classified the assets as “Assets Held for Sale”. On such
reclassification, the Property, Plant and Equipment along with its related computer software had been measured
at the lower of the carrying value and fair value less cost to sale and accordingly recorded impairment loss as
exceptional item in the Statement of Profit and Loss. During the current year ended 31st March 2025, the sale
transactions has been concluded.

Defined Contribution Plans

In respect of the defined contribution plan (Provident fund), an amount of INR 18.57 lakhs (31st March 2024:
INR 17.75 lakhs) has been recognized as expenditure in the Statement of Profit and Loss.

In respect of the State Plans (Employee State Insurance), an amount of INR 5.74 lakhs (31st March 2024: INR
5.42 lakhs) has been recognized as expenditure in the Statement of Profit and Loss.

Other Employee Benefits

In respect to of the leave encashment, an amount of INR 14.05 lakhs (31st March 2024: INR 38.74 lakhs) has
been recognised as expenditure/(income) in the Statement of Profit and Loss.

During the year the Company has provided Bonus and incentive of INR 7.07 lakhs (31st March 2024: INR 6.58
lakhs) as expenditure in the Statement of Profit & Loss..

37 Capital Management

The objective of the Company''s capital management structure is to ensure sufficient liquidity to support its business,
to ensure the Company''s ability to continue as a going concern and provide adequate return to shareholders.
The Company monitors capital and the long term cash flow requirements including externally imposed capital
requirements of the business on the basis of the carrying amount of equity less cash and cash equivalents as
presented on the face of the Balance Sheet. Management assesses the Company''s capital requirements in order
to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the
subordination levels of the Company''s various classes of debt. The Company manages the capital structure and
makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying
assets.

38 Financial Risk Management Objectives and Policies
Financial Risk Management Framework

Company''s principal financial liabilities comprises of borrowings, trade payables and Other financial liabilities.
The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal
financial assets include Trade receivables, loans, Investments, cash and bank balances and other financial assets.

Risk Exposures and Responses

The Company is exposed to market risk, credit risk and liquidity risk. The Board of Directors reviews policies for
managing each of these risks, which are summarised below.

i) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a
change in the price of a financial instrument. The value of a financial instrument may change as a result of
changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other
market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk
sensitive financial instruments including investments and deposits, foreign currency receivables, payables
and borrowing.

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 has constantly monitors for credit markets and
rebalances its financing strategies to achieve an optimal maturity profile and financing cost. Interest rate
risk is managed by the Company on an on-going basis with the primary objective of limiting the extent to
which interest expense could be affected by an adverse movement in interest rates. There are no hedging
instruments to mitigate this risk. The Company is not exposed to any risk of changes in market interest rates
as there are no borrowings availed by the Company during the year and as on 31st March 2025 with floating
rate of interest. The Company has availed the vehicle loan from bank/FI with fixed rate of interest during the
year.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate
because of changes in foreign exchange rates. The Company is not exposed to material foreign exchange
risk arising from transactions i.e. imports of materials, recognised liabilities denominated in a currency that is
not the Company''s functional currency. The Company''s foreign currency risks are identified, measured and
managed at periodic intervals in accordance with the Company''s policies.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if the customer or that counterparty to the financial
instrument fails to meet its contractual obligations and arises principally from the Company''s receivables
from customers, loans and investments. Credit risk is managed through credit approvals, establishing credit
limits and continuously monitoring the credit worthiness of counterparty to which the Company grants credit
terms in the normal course of business.

Credit risk management

The finance function of the Company assesses and manages credit risk based on internal credit rating
system. Internal credit rating is performed for each class of financial instruments with different characteristics.
The Company assesses the credit risk for each class of financial assets based on the assumptions, inputs
and factors specific to the class of financial assets.

The risk parameters are same for all financial assets for all periods presented. The Company considers
the probability of default upon initial recognition of asset and whether there has been a significant increase
in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit
risk has significantly increased since initial recognition if the payments are more than 30 days past due . A
default on a financial asset is when the counterparty fails to make contractual payments when they fall due.
This definition of default is determined by considering the business environment in which entity operates and
other macro-economic factors.

Trade Receivables: The Company has exposure to credit risk from trade receivables on financial inclusion
services to banks and sale of traded goods. The Company has used expected credit loss (ECL) model for
assessing the impairment loss. For that purpose, the Company uses a provision matrix to compute the
expected credit loss amount. The provision matrix takes into account external and internal risk factors and
historical data of credit losses from various customers. The Company ensures concentration of credit does
not significantly impair the financial assets since the customers to whom the exposure of credit is given
are well established and reputed industries and banks engaged in their respective field of business. The
creditworthiness of customers to which the Company grants credit in the normal course of the business is
monitored regularly. The Company provides for expected credit loss under simplified approach.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risk to the Company''s reputation. Prudent liquidity risk management implies maintaining sufficient
cash and marketable securities and the availability of funding through an adequate amount of committed
credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains
flexibility in funding by maintaining availability under committed facilities. The Company''s treasury team
is responsible for liquidity, funding as well as settlement management. In addition, processes and policies
related to such risks are overseen by senior management. Management monitors the Company''s liquidity
position through rolling forecasts on the basis of expected cash flows.

The following table details the remaining contractual maturities of the Company''s financial liabilities at the
end of the reporting period, which are based on the contractual undiscounted cash flows and the earliest date
the Company is required to pay:

39 Fair value measurements

(i) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the financial statement are grouped into
three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant
inputs to the measurement, as follows:

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

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

Level 3: Inputs for the asset or liability that are not based on observable market data.

Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments

(b) The fair value of the remaining financial instruments is determined based on the following methods:

i. Net assets value method

ii. Valuation of investment in unquoted equity shares has been made using the Discounted cash-flow
method and Net assets value method, as deemed fit by the Company''s management.

Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived
from credit risk grading determined by the Company''s internal credit risk management group.

C Vide Hon''ble National Company Law Tribunal (“NCLT”) order dated 10th March 2022 all debts, loans,
claim, liabilities, provision for liabilities and the contingent liabilities including any litigations against the
Company in any forum (which were capable of being crystalized or not), related to pre-CIRP period stand
extinguished pursuant to the approved Resolution Plan and the same is binding on all stakeholders of the
Company. Furthermore, the resolution plan, provide that except to the extent of amount payable to the
relevant creditors, in accordance with the Resolution Plan, all liabilities of the Company, relating to any
manner to the period prior to the order date immediately irrevocably and unconditionally stand fully and finally
discharged and settled. There being no further claims whatsoever and all the rights of all creditors including
government authorities to invoke or enforce the same stands waived off. It is also provided that any and
all legal proceedings initiated before any forum by or on behalf of the any creditors including government
authorities to enforce any rights or claims against the Company also stands extinguished. In respect of the
Tax Demands, the Company has filed a writ petition with the Hon''ble High Court of Telangana for quashing
the said demands.

42 Segment Reporting

Company''s business relates to the providing Automatic Identification & Data Capture along with Financial Inclusion
Services (Technology Solutions) which in context of Indian Accounting Standards 108 (Ind AS 108) as notified
under Section 133 of the Companies Act, 2013 is considered as the only segment.

44 Leases
Company as lessee

The Company has entered into certain cancellable lease agreements mainly for office premises, land and
infrastructure facilities'' which are renewable on mutual agreement with the parties. At the date of commencement
of the lease, the Company recognises a right of use asset and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for short-term leases and low value leases. The Company applies
the “short term lease” & “low value leases” recognition exemptions for these leases. Rent Expenses recorded for
Short term and Low value lease was INR 36.54 lakhs (31st March 2024: INR 35.25 lakhs).

45 Income Tax

The Company has opted for the new tax regime U/s 115BAA of the Income Tax Act from Financial Year ended 31st
March 2023. The Company has carried forward losses and unabsorbed depreciation of earlier years. Therefore,
the Company has not accounted any Income Tax on the profits earned during the year. However the Company
has provided the income tax on capital gain arisen out of transfer of Property Plant and Equipment.

46 The current promoters and management of the Company took control of the Company on 28th March 2023, upon
successful implementation of the Resolution Plan. Subsequently, it has been noticed that the Foreign Subsidiaries
are not being functional and current management do not have any control over these subsidiaries. In order to give
a transparent view of the Company''s Assets, the current management had written off such investments. Further,
the Company confirms that this has not resulted in any adverse impact on the financials as there are no operations
in these foreign subsidiaries. The management of the Company is in the process of regularizing the Compliances
related to Foreign Subsidiaries and closure of such subsidiaries under the applicable legal framework in respective
jurisdiction.

47 The Company had not transferred INR 4.91 lakhs pertaining to the dividend for the Financial Year 2010-11 to the
Investor Education and Protection Fund in the year in which it was payable. The current management is in the
process of reconciliation and coordination with the respective authority to facilitate the payment.

48 Disclosures required under Section 22 of MSMED Act 2006 under the Chapter on Delayed Payments to
Micro, Small and Medium Enterprises

As at Balance Sheet date, amounts aggregating to INR 7.67 lakhs were due to Micro, Small Enterprises as per the
provisions of the Micro, Small and Medium Enterprises Development Act, 2006.

49 Disclosures of the transactions with Struck Off Companies

The Company did not have any transactions with companies struck off under Section 248 of the Companies Act,
2013 or Section 560 of Companies Act, 1956 during the financial year.

50 Additional Regulatory Information Required by Schedule III to the Companies Act, 2013

(i) The Company does not have any Benami property held in its name. No proceedings have been initiated on
or are pending against the Company for holding benami property under the Prohibition of Benami Property
Transactions Act, and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.

(iii) The Company does not hold any investments in any subsidiary(ies), therefore, the provisions for compliance
with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the
Companies (Restriction on number of Layers) Rules, 2017 (as amended) are not applicable..

(iv) Details of transactions of advances or loans or investments of funds (either from the borrowed funds
or share premium or any other sources or kind of funds), as prescribed to any other person(s) or
entity (ies), including foreign entities (intermediaries)

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

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

(b) Provide any guarantee, security or the loan to or on behalf of the ultimate beneficiaries

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

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the loan on behalf of the ultimate beneficiaries

(v) The Company does not have such transactions which is not recorded in the books of account that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

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

(vii) No Scheme of Arrangements have been approved by the Competent Authority in terms of Sections 230 to
237 of the Companies Act, 2013 during the year.

51 Previous year figures have been regrouped where ever necessary, to conform to those of the current year.

52 As allowed under Schedule III of the Companies Act, 2013, Financial Statements are prepared in Lakhs and
rounded off to two decimals. The amounts / numbers below one thousands are appearing as zero.

In Terms of our Report of even date

For Brahmayya & Co. For and on Behalf of the Board of

Chartered Accountants Bartronics India Limited

Firm Registration Number 000511S

Lokesh Vasudevan N. Vidhya Sagar Reddy Vilasitha Dandamudi

Partner (Managing Director) (Director)

Membership No. 222320 (DIN: 09474749) (DIN: 08272465)

Kosuri Kanaka Ramya Diksha Omer

(Chief Financial Officer) (Company Secretary)

Place: Chennai Place: Hyderabad ^(MNo. ^ACS64120)

Date: 27th May 2025 Date: 27th May 2025

---

Mar 31, 2024

Terms / Rights attached to Equity Shares (Dividend rights, Voting Rights)

The company has only one class of equity shares having a par value of 71 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 equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in the proportion to the number of equity shares held by the shareholders.

Notes and other explanatory information to Financial Statements for the Year Ended 31st March, 2024 (Amounts are in ? Lakhs unless specified)

30 Exceptional Items

(A) For the year ended 31st March, 2024

(i) The management has entered into an agreement for sale of Property Plant and Equipment and its related softwares at factory situated at Raj Bollaram for ? 100 Lakhs. As required under Ind AS 105 the exoess carrying value of ? 43.49 Lakhs has been recorded as the impairment of Property Plant and Equipment as on 31st March 2024. (Refer Note no. 32 below).

(ii) The current management has obtained the control of the Company with effect from 28th March 2023 upon successful implementation of Resolution Plan. The management was in the process of reconciling the balances with debtors, banks balances, deposits with banks and others and balances with Government authorities in the books of accounts.During the year some of these balances have been written off amounting to ? 30.28 lakhs.

The above balances are recorded as exceptional items in the Statement of Profit and Loss Account

(B) For the year ended 31st March, 2023

The Company was admitted into Corporate Insolvency resolution Process under the Insolvency and Bankruptcy Code, 2016 (“the Code”) by Mon’ble National Company Law Tribunal, Hyderabad (“Hon’ble NCLT”) vide order dated 2nd December 2019 (“Admission Order”). Mr. Chinnam Poorna Chandra Rao was appointed as Resolution Professional.

Vide Order dated 10th March 2022 (“Approval Order”), the Hon’ble NCLT has approved the Resolution Plan submitted by Kinex India Private Limited (Formerly known as Antanium India Private Limited, referred as “Resolution Applicant/ Currently Promoter/Current Management of the Company”), as voted by the majority of the Committee of Creditors. The Plan is binding on the Company, its creditors, guarantors, members, workmen, employees, government and statutory authorities both at central and state level and other stakeholders in accordance with Section 31 of the Code.

Further to successful implementation of Resolution Plan, the Current Promoters of the Company has obtained control over the Company from the Monitoring Agent (erstwhile Resolution Professional) on 28th March 2023. The Financial Statement captures the transactions contemplated in the approved resolution plan in accordance with applicable accounting standards and legal framework. Following are the certain significant transactions contemplated in the resolution plan which have been considered in preparation of the Financial Statement:

(i) The resolution plan envisages extinguisment of the stake held by erstwhile Promoters and reduction of share capital by reducing the face value from ? 10 per share to f 1 per share. Further, the resolution plan envisaged allotment of 2,741.19 Lakhs equity shares of face value ? 1 per share to Kinex India Private Limited (Formerly known as Antanium India Private Limited).

(ii) Difference in the admitted liability of operational and employees dues and the proposed settlement has been credited to the Statement of Profit and Loss.

(iii) The admitted liability of the Financial Creditors have been proposed to be settled with ? 2,500 Lakhs as principal and Interest of 154.53 Lakhs for the delayed period which was paid as full and final settlement of the admitted claim of ? 1,04,194.79 Lakhs. The Resolution Applicant has effected remittance of payments to Financial Creditors in accordance with approved Resolution Plan.

Pursuant to implementation of the Resolution Plan, the Company has written off/derecognised or provided for impairment of its assets, based on current management’s estimate, to the extent not receivable/recoverable and written back/derecognised its liabilities, based on current management''s estimate, to the extent not payable/extinguished/waived/ cancelled to the Statement of Profit and Loss amounting to f 15,752.20 Lakhs (net).

32 Disclosures under Ind AS 105 for Non Current Assets Held for Sale

During the year ended 31st March 2024, on conclusion of implementation of Resolution Plan, approved by the Honourable National Company Law Tribunal, the Company has initiated indentification and evaluation of potential buyers for its Property, Plant and Equipment along with its related softwares situated at Raj Bollaram. The Company has identified the buyer, entered into an agreement for sale and has received advance from the buyer against the intended sale of Property Plant and Equipment and its related software. Clearance from the Excise and Custom Department are pending and therefore the Company has not concluded the formalities regarding such sale. The Company anticipates the completion of formalities and accordingly, classified the assets as "Assets Held for Sale". On such reclassification, the Property, Plant and Equipment along with its related computer software has been measured at the lower of the carrying value and fair value less cost to sale and accordingly recorded impairment loss as exceptional item in the Statement of Profit and Loss Account.

34 Employee Benefits Defined Benefit Plans

The Company has a defined benefit gratuity plan, which is regulated as per the provisions of Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The liability for the same is recognized on the basis of actuarial valuation

Note : Sensitivity due to mortality and withdrawals are not material and hence impact of change not calculated.

Defined Contribution Plans

In respect of the defined contribution plan (Provident fund), an amount of f 17.75 Lakhs (Previous year : ? 11.40 Lakhs) has been recognized as expenditure in the Statement of Profit and Loss.

In respect of the State Plans (Employee State Insurance), an amount of ? 5.42 Lakhs (Previous year: ? 1.99 Lakhs) has been recognized as expenditure in the Statement of Profit and Loss.

Other Employee Benefits

In rspect to of the leave encashment, an amount of ? 38.74 Lakhs (Previous Year: ?3.97 Lakhs) has been recognised as expenditure/(income) in the Statement of Profit and Loss.

During the year the Company has provided Bonus and incentive of t 6.58 Lakhs (Previous Year: ? NIL) as expenditure in the Statement of Profit & Loss.

35	Contingent Liabilities and Pending Litigations
A	Contingent Liabilities	As at 31st March. 2024	As at 31st March. 2023
	a. Bank Guarantees	563.25	513.90
		As at	As at
B	Claims Not Acknowledged as Debt	31st March, 2024	31st March, 2023
	Income Tax Act, 1961 including Tax Deducted at Source	29,334.76
	BSE Limited	34.79	-
	National Stock Exchange Limited	18.23	.

The Company has received communications from BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (collectively "Stock Exhanges") related to the various SOP based non compliances. The Company has represented to the Stock Exchanges that the new Board of Directors and Management has been inducted based on the approved resolution plan by Honorable National Company Law Tribunal, Hyderabad vide its order dated 10th March 2022. The new management has obtained control on the Company with effect from 28th March 2023. The non-compliances pertains to the period prior to or during the Corporate Insolvency Resolution Period. The management has requested waiver of the penalties and accordingly, no adjustments have been to these financial statements.

C Vide Hon''ble National Company Law Tribunal ("NCLT") order dated 10th March 2022 all debts, loans, claim, liabilities, provision for liabilities and the contingent liabilities including any litigations agains the Company in any forum (which were capable of being crystalized or not), related to pre-CIRP period stand extinguished pursuant to the approved Resolution Plan and the same is binding on all stakeholders of the Company. Furthermore, the resolution plan, provide that except to the extent of amount payable to the relevant creditors, in accordance with the Resolution Plan, all liabilities of the Company, relating to any manner to the period prior to the order date immediately irrevocably and unconditionally stand fully and finally discharged and settled. There being no further claims whatsoever and all the rights of all creditors including government authorities to invoke or enforce the same stands waived off. It is also provided that any and all legal proceedings initiated before any forum by or on behalf of the any creditors including government authorities to enforce any rights or claims against the Company also stands extinguished. In respect of the Tax Demands, the Company is in the process of filing a writ petition with the Hon''ble High Court the quashing the said demands.

36 Capital Management

The objective of the Company’s capital management structure is to ensure sufficient liquidity to support its business, to ensure the Company''s ability to continue as a going concern and provide adequate return to shareholders. The Company monitors capital and the long term cash flow requirements including externally imposed capital requirements of the business on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face.Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

37 Financial Risk Management Objectives and Policies a. Financial Risk Management Framework

Company''s principal financial liabilities comprise trade payables and Other financial liabilities. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include Trade receivables, loans, cash and bank balances and other financial assets.

Risk Exposures and Responses

The Company is exposed to market risk, credit risk and liquidity risk. The Board of Directors reviews policies for managing each of these risks, which are summarised below, i) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and borrowing. 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 has constantly monitoring mechanism for credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost. Interest rate risk is managed by the Company on an on-going basis with the primary objective of limiting the extent to which interest expense could be affected by an adverse movement in interest rates. There are no hedging instruments to mitigate this risk. The Company is not exposed to any risk of changes in market interest rates as there are no borrowings availed by the Company during the year and as on 31st March 2024.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate because of changes in foreign exchange rates. The Company is not exposed to material foreign exchange risk arising from transactions i.e. imports of materials, recognised liabilities denominated in a currency that is not the Company''s functional currency. The Company’s foreign currency risks are identified, measured and managed at periodic intervals in accordance with the Company''s policies, ii. Credit risk

Credit risk is the risk of financial loss to the Company if the customer or that counterparty to the financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customers, loans and investments. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of counterparty to which the Company grants credit terms in the normal course of business.

b. Credit risk management

The finance function of the Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assesses the credit risk for each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

The risk parameters are same for all financial assets for all periods presented. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due . A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

Trade Receivables: The Company has exposure to credit risk from trade receivables on financial inclusion services to banks and sale of traded goods. The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers. The Company ensures concentration of credit does not significantly impair the financial assets since the customers to whom the exposure of credit is given are well established and reputed industries and banks engaged in their respective field of business. The creditworthiness of customers to which the Company grants credit in the normal course of the business is monitored regularly. The Company provides for expected credit loss under simplified approach.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. The Company''s treasury team is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts on the basis of expected cash flows.

The following table details the remaining contractual maturities of the Company''s financial liabilities at the end of the reporting period, which are based on the contractual undiscounted cash flows and the earliest date the Company is required to pay:

38 Fair value measurements (i) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the financial statement are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

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

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

Valuation Process and Technique Used to Determine Fair Value

Specific valuation techniques used to value financial instruments include:

(a) The use of quoted market prices or dealer quotes for similar instruments

(b) The fair value of the remaining financial instruments is determined based on the following methods:

i. Net assets value method

ii. Valuation of investment in unquoted equity shares has been made using the Discounted cash-flow method and Net assets value method, as deemed fit by the Company''s management.

Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk grading determined by the Company’s internal credit risk management group.

39 Segment Reporting

Company''s business relates to the providing Automatic Identification & Data Capture along with Fininaical Inclusion Services (Technology Solutions) which in context of Indian Accounting Standards 108 (Ind AS 108) as notified under Section 133 of the Companies Act, 2013 is considered as the only segment.

41 Leases Company as lessee

The Company has entered into certain cancellable lease agreements mainly for office premises, land and infrastructure facilities'' which are renewable on mutual agreement with the parties. At the date of commencement of the lease, the Company recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short-term leases and low value leases. The Company applies the "short term lease" & “low value leases" recognition exemptions for these leases.

Rent Expenses recorded for Shortterm and Low value lease was ? 35.25 Lakhs (Previous Year: ? 33.10 Lakhs).

42 Income Tax

The Company has opted for the new tax regime U/s 115BAA of the Income Tax Act from Financial Year ended 31st March 2023. The Company has carried forward losses and unabsorbed depreciation of earlier years. Therefore, the Company has not accounted any Income Tax on the profits earned during the year.

43 The current promoters and management of the Company took control of the Company on 28th March 2023, upon successful implementation of the Resolution Plan. Subsequently, it has been noticed that the Foreign Subsidiaries are not being functional and current management do not have any control over these subsidiaries. In order to give a transparent view of the Company’s Assets, the current management had written off such investments. Further, the Company confirms that this has not resulted in any adverse impact on the financials as there are no operations in these foreign subsidiaries. The management of the Company is in the process of regularizing the Compliances related to Foreign Subsidiaries and closure of such subsidiaries under the applicable legal framework in respective jurisdiction.

44 The Company had not transferred ? 4.91 Lakhs pertaining to the dividend for the Financial Year 2010-11 to the Investor Education and Protection Fund in the year in which it was payable. The current management is in the process of reconciliation and coordination with the respective authority to facilitate the payment.

45 Disclosures required under Section 22 of MSMED Act 2006 under the Chapter on Delayed Payments to Micro, Small and Medium Enterprises

There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days as at 31st March, 2024. These information as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the to the extent such parties have been identified on the information available with the Company.

46 Disclosures of the transactions with Struck Off Companies

The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

48 Additional Regulatory Information Required by Schedule III to the Companies Act, 2013

(i) The Company does not have any Benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.

(iii) The Company does not hold any investments, therefore, provisions for compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended) are not applicable.

(iv) Utilisation of borrowed funds and share premium

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

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

(b) Provide any guarantee, security or the loan to or on behalf of the ultimate beneficiaries

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

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the loan on behalf of the ultimate beneficiaries

(v) The Company does not have such transactions which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

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

(vii) No Scheme of Arrangements have been approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 during the year.

49 Previous year figures have been regrouped/reclassified where ever necessary, to conform to those of the current year.

50 As allowed under Schedule III of the Companies Act, 2013, Financial Statements are prepared in Lakhs and rounded off to two decimals. The amounts / numbers below five thousands are appearing as zero.

---

Mar 31, 2023

2.27 Contingent Liabilities: A. Claims against the Company not acknowledged as debts:
	Disputed Taxes	As At 31.03.2023	As At 31.03.2022
	Income Tax	16048.05	15727.51
	Sales Tax	-	-
Future cash outflows in respect of the above are determinable only on receipt of judgement / decisions pending with various forums / authorities.
B.	Letters of Credit and Guarantees issued:		Rs In Lakhs
	Particulars	As At 31.03.2023	As At 31.03.2022
	Letters of Credit	-	-
	Counter Guarantees Given To Banks Towards:
	- Bank Guarantees Issued	Rs.513.90	Rs.620.66
	- Corporate Guarantees	-	-

2.28 Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs. Nil (31.03.2022 Rs.9,061.49 lakhs))] Rs. Nil (31.03.2022: Rs. 1,216.34 lakhs)

2.29 Unsecured Loans:

Foreign Currency Convertible Borrowings (FCCB):

Bartronics India Ltd. had issued Foreign Currency Convertible Bonds (FCCB) for an aggregate sum of USD 50mn in January 2008. These bonds got matured in February 2013. However, On December 2, 2019 your company got admitted under Corporate Insolvency and Resolution Process (CIRP) and as per the laid process, Resolution Plan submitted by the Successful Resolution Applicant was approved by the Committee of Creditors was approved by the Hon’ble NCLT vide their order dated March 10, 2022. Upon successful implementation of the said Resolution Plan, the Successful Resolution Applicant got the control over the company when the handover took place on March 28, 2023. The Company has also received the order on successful completion of CIRP from Hon’ble NCLT vide their order dated May 02, 2023. Hence, the maturity of FCCBs is now addressed pursuant to successful completion of CIRP.

1. The above figures exclude provision for gratuity and compensated absences actuarially valued as separate figures are not available.

2. As per the term of appointment, no commission is payable to Managing Director or Whole time Directors, accordingly computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956 is not

2.35 Segment Reporting

1. The activities of the Company relate to only one business segment i.e. the business of providing Automatic Identification & Data Capture (AIDC) solutions.

During the year, the company implemented the Resolution Plan approved by Hon’ble NCLT and accordingly reduced the face value of its equity shares from 10/- each to Re. 1/- each, extinguished erstwhile promoters stake in the company and issued 27,41,19,066 equity shares to new promoters. Hence, EPS for the year ending March 31, 2023 may not be comparable with EPS for the year ending March 31, 2022.

i. Discount Rate

The discount rate is based on the prevailing market yield on Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

2.42 The Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent in to the profit and loss account.

2.43. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. There are no dues to be paid by the company to The Micro, Small & Medium enterprises as per the management.

2.44. The Company was awarded the “Aapke Dwar” Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisaged offering various Governments to Citizen (G2C) services. The Company was required to install and operate 2,000 kiosks at various locations in the city of New Delhi to facilitate the above. The Company also had the right to display advertisements on the external walls of the kiosks. As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs. Nil (2021-22 : Rs. 1,216.34 lakhs). Further amounts aggregating to Rs. Nil (2021-22:Rs.9061.49 lakhs ) has been advanced for work to be carried out. However, the said project was cancelled by the MCD and this cancellation of the contract was disputed by the company. The matter was referred to Arbitration Courts but since the company was not able to pay Arbitration Fee on time, the matter was time lapsed.

Further, On December 2, 2019 your company got admitted under Corporate Insolvency and Resolution Process (CIRP) and as per the laid process, Resolution Plan submitted by the Successful Resolution Applicant was approved by the Committee of Creditors was approved by the Hon’ble NCLT vide their order dated March 10, 2022. Upon successful implementation of the said Resolution Plan, the Successful Resolution Applicant got the control over the company when the handover took place on March 28, 2023. The Company has also received the order on successful completion of CIRP from Hon’ble NCLT vide their order dated May 02, 2023. Subsequent to the handover of the Company, the new management has written off all the investments & advances pertaining to this project as the same is not likely to be restarted.

2.45 The Company was admitted into Corporate Insolvency resolution Process under the Insolvency and Bankruptcy Code, 2016 (“the Code”) by Hon’ble National Company Law Tribunal, Hyderabad (“Hon’ble NCLT”) vide order dated 02nd December 2019 (“Admission Order”). Mr. Chinnam Poorna Chandra Rao was appointed as Resolution Professional.

Vide Order dated 10th March 2022 (“Approval Order"), the Hon’ble NCLT has approved the Resolution Plan submitted by Antanium India Private Limited (referred as “Resolution Applicant/ Currently Promoter of the Company"), as voted by the majority of the Committee of Creditors. The Plan is binding on the Company, its creditors, guarantors, members, workmen, employees, government and statutory authorities both at central and state level and other stakeholders (including the Existing Promoter Group) in accordance with Section 31 of the Code.

Further to successful implementation of Resolution Plan, the Present Promoters of the company got control over the company when the handover from the Monitoring Agent (erstwhile Resolution Professional) to the new promoters on March 28, 2023.

The Financial Statements have been prepared on a going concern basis. The financial statement captures the transactions contemplated in the approved resolution plan in accordance with applicable accounting standards and legal framework. Following are the certain significant transactions contemplated in the resolution plan which have been considered in preparation of this financial statement:

1. The resolution plan envisages extinguisment of the stake held by erstwhile Promoters and reduction of share capital by reducing the face value from Rs. 10/- to Re 1/-. The necessary disclosures have been made in accordance with approved resolution plan. Further, the resolution plan envisaged allotment of 27,41,19,066 equity shares of face value Re 1/- to Antanium India Private Limited.

2. Difference in the admitted liability of Operational and employees dues and the proposed settlement has been credited to the statement of profit and loss.

3. The admitted liability of the Financial Creditors have been proposed to be settled with Rs. 2,500 Lakhs as principal and Interest of Rs. 54.53 Lakhs for the delayed period which was paid as full and final settlement of the admitted claim of Rs. 1,04,194.79 Lakhs. The Resolution Applicant has effected remittance of payments to Financial Creditors in accordance with approved Resolution Plan. This payment passed through the statement of profit and loss.

Pursuant to implementation of the Resolution Plan, the Company has written off/derecognised or provided for impairment of its assets, based on management’s estimate, to the extent not receivable/recoverable and written back/derecognised its liabilities, based on management’s estimate, to the extent not payable/extinguished/waived/ cancelled to the Statement of Profit and Loss amounting to Rs. 15,752.20 Lakhs.

2.46. The figures for the previous year have been reclassified / regrouped / amended, wherever necessary.

---

Mar 31, 2016

1. Loans repayable on demand includes an amount of Rs. 17245.49 lakhs (31.03.2015 : Rs. 16885.27 lakhs) represents working capital loans from banks are inter alia secured by way of pari passu first charge on current assets and pari passu second charge on fixed assets both present and future. Further these loans are secured by personal guarantee and properties of Mr.A.B.S.Reddy.

2. Unsecured Loan is the short term advance received from the subsidiary Bartronics Asia Pte Ltd.

3. Interest on Working Capital Loans are provided on the last known rates as the Banks have not provided the Statement of Account of each Working Capital loan. The figures are as per the books of accounts and not reconciled as statement of accounts for certain banks have not been provided.

4. Term Loans from banks viz. Bank of Baroda, Bank of India, Andhra Bank, Indian Bank, Life Insurance Corporation of India are secured by first pari passu charge on all the immovable and movable fixed assets of the Company both present and future and second pari passu charge on the current assets both present and future of the Company. Further, these loans are secured by personal guarantees and properties of the A.B.S.Reddy.

5. Terms of repayment are given below:

6. Loan taken from Bank of Baroda carries an interest rate of 14.75% p.a and is repayable in 24 quarterly installments of Rs. 137.50 lakhs each from Feb’2010 to Nov^2015.

7. Loan taken from Bank of india carries an interest rate of 14.75% p.a and is repayable in 18 quarterly installments of Rs.330.00 lakhs each from Apr’2009 to Jul 2013.

8. Loan taken from Andhra bank carries an interest rate of 14.50% p.a and is repayable in 36 monthly installments of Rs.152.78 lakhs each from Aug’2010 to Jul 2013.

9. Loan taken from Indian bank carries an interest rate of 16.25% p.a and is repayable in 24 quarterly installments of Rs.91.67 lakhs each from Nov’2008 to Aug 2014.

10. Loan taken from Life Insurance Corporation of India carries an interest rate of 13% p.a and is repayable in 21 quarterly installments of Rs.142.80 lakhs each from Jan’2011 to Jan’ 2016.

11. The Company has not provided for interest on Unsecured Loans.

12. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs.9,061.49 lakhs (31.03.2015 Rs.9,062.09 lakhs))] Rs1,355.54 lakhs (31.03.2015: Rs. 1,355.54 lakhs )

13. Unsecured Loans:

Foreign Currency Convertible Borrowings (FCCB):

Bartronics India Ltd. had issued Foreign Currency Convertible Bonds (FCCB) for an aggregate sum of USD 50mn in January 2008. These bonds got matured in February 2013. In this regard the Company had filed a request for an extension of the maturity of the bonds to May 4, 2014 with Reserve Bank of India which was granted by them vide their letter dated February 21, 2014.

The Company has appointed M/s Avista Advisory Group to assess all the options available with the Company and finalize best suited approach in order to address the maturity. The options available with the Company include restructuring the bonds i.e. rolling over the bonds for next five years or replacing the bonds with fresh bonds, or redeeming all the bonds at a mutually agreeable price. With these available options; the Company, along with M/s Avista Advisory Group has got in touch with the bondholders and has initiated discussions which are at advanced stages now. The Company has applied for further extension of the maturity with Reserve Bank of India and is waiting to hear from RBI to move forward. The Company is confident of addressing the maturity of Bonds shortly.

14. Related Party Disclosures:

The following are related parties as defined in “Accounting Standard (AS) 18- Related Party Disclosures” notified under The Companies (Accounting Standards) Rules, 2006.

15. The above figures exclude provision for gratuity and compensated absences actuarially valued as separate figures are not available.

16. As per the term of appointment, no commission is payable to Managing Director or Whole time Directors, accordingly computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956 is not given.

17. Segment Reporting

18.. The activities of the Company relate to only one business segment i.e. the business of providing Automatic Identification & Data Capture (AIDC) solutions.

19. Disclosures as required under Accounting Standard AS-15

The Company liability on account of Employee benefits comprising Gratuity- a defined benefit scheme and compensated absences has been determined in accordance with the requirements of Accounting Standard (AS)-15 notified by the Companies (Accounting Standards) Rules, 2006. Disclosures required in terms of the requirement of AS-15.

20. Discount Rate

The discount rate is based on the prevailing market yield on Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

21. The Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent in to the profit and loss account.

22. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. There are no dues to be paid by the Company to The Micro, Small & Medium enterprises as per the management.

23. The Company was awarded the “Aapke Dwar” Project in 2009 by the Municipal Corporation of Delhi (MCD). The project envisages availment of various Governments to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various locations in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs.1,355.54 Lakhs (2013-15 : Rs. 1,355.54 lakhs). Further amounts aggregating to Rs. 9061.49 Lakhs (2013-15:Rs.9062.09 lakhs )has been advanced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has filed a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confident of arriving at an amicable solution shortly.

24. The figures for the previous year have been reclassified / regrouped / amended, wherever necessary.

---

Mar 31, 2015

1. CORPORATE INFORMATION

The Company was incorporated as a private limited Company by the name of Super Bar Tronics Private Limited on September 10, 1990. Further, the Company changed its name from Super Bartronics Private Limited to Super Bartronics Limited and subsequently converted into a Public Limited Company w.e.f. July 27, 1995. The name of the Company was changed to Bartronics India Limited on January 1, 1996.

Bartronics is currently engaged in providing solutions based on Bar Coding, one of the oldest AIDC technologies. Since then, in the past two decades, it has been pioneer in introducing newer technologies and solutions in India based on Biometrics, RFID, POS, EAS, and Smart Cards etc.

2. Term Loans from banks viz. Bank of Baroda, Bank of India, Andhra Bank, Indian Bank, Hongkong and Shanghai Banking Corporation Limited, Life Insurance Corporation of India are secured by first pari passu charge on all the immovable and movable fixed assets of the company both present and future and second pari passu charge on the current assets, both present and future, of the company. Further, these loans are secured by personal guarantees and properties of the A.B.S.Reddy

3. Terms of repayment are given below:

a. Loan taken from Bank of Baroda carries an interest rate of 14.75% p.a and is repayable in 24 quarterly installments of Rs.137.50 lakhs each from Feb''2010 to Nov''2015.

b. Loan taken from Bank of india carries an interest rate of 14.75% p.a and is repayable in 18 quarterly installments of Rs.330.00 lakhs each from Apr''2009 to Jul 2013.

c. Loan taken from Andhra bank carries an interest rate of 14.50% p.a and is repayable in 36 monthly installments of Rs.152.78 lakhs each from Aug''2010 to Jul 2013.

d. Loan taken from Indian bank carries an interest rate of 16.25% p.a and is repayable in 24 quarterly installments of Rs.91.67 lakhs each from Nov''2008 to Aug 2014

e. Loan taken from Hongkong and shanghai banking corporation Limited carries an interest rate of 18.75% p.a and is repayable in 3 monthly installments of Rs.30.00 lakhs each.

f. Loan taken from Life Insurance Corporation of India carries an interest rate of 13% p.a and is repayable in 21 quarterly installments of Rs.142.80 lakhs each from Jan''2011 to Jan''2016

4. Contingent Liabilities:

Letters of Credit and Guarantees issued: Rs. & USD. In Lakhs

Particulars As At As At 30. 09. 31.03.2015 2013 (Restated)

Letters of Credit - -

Counter Guarantees Given To Banks Towards:

* Bank Guarantees Issued Rs.591.30 Rs.590.14

* Corporate Guarantees - $ 150

5. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs. 9,062.09 lakhs (30.09.2013 Rs. 9,374.39 lakhs)] Rs. 1,355.54 lakhs (30.09.2013: Rs. 1,340.56 lakhs).

6. Reserves & Surplus:

Securities Premium:

a. In this Period the company has arrived at an "One time settlement (OTS) of dues with its some of the lenders, as a result the lenders have agreed to waive the principal amount of Rs.97,421,014/-, Interest amount of Rs.41,139,319/- and leased rental charges of Rs.72,184,847/-. The waiver of the principal amount is credited to Capital reserve A/c and interest & Leased rental charges amount is credited to Other Income account.

7. Unsecured Loans:

Foreign Currency Convertible Borrowings (FCCB):

Bartronics India Ltd. had issued Foreign Currency Convertible Bonds (FCCB) for an aggregate sum of USD 50mn in January 2008. These bonds got matured in February 2013. In this regard the company had filed a request for an extension of the maturity of the bonds to May 4, 2014 with Reserve Bank of India which was granted by them vide their letter dated February 21, 2014.

The company has appointed M/s Avista Advisory Group to assess all the options available with the company and finalize best suited approach in order to address the maturity. The options available with the company include restructuring the bonds i.e. rolling over the bonds for next five years or replacing the bonds with fresh bonds, or redeeming all the bonds at a mutually agreeable price. With these available options; the Company, along with M/s Avista Advisory Group has got in touch with the bondholders and has initiated discussions which are at advanced stages now. The company has applied for further extension of the maturity date with Reserve Bank of India and the company is waiting to hear from RBI to move forward. The company is confident of addressing the maturity of Bonds shortly.

8. The Company''s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent in to the profit and loss account.

9. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. There are no dues to be paid by the company to The Micro, Small & Medium enterprises as per the management.

10. The Company was awarded the "Aapke Dwar" Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisages availment of various Governments to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various locations in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs.1,340.56 Lakhs (2012-13 : Rs. 1,426.34 lakhs). Further amounts aggregating to Rs. 9374.39 Lakhs (2012-13:Rs.13,688.82 lakhs )has been advanced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has filed a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confident of arriving at an amicable solution shortly.

11. Previous period''s figures have been restated as suggested by the NSE.

---

Sep 30, 2013

1. CORPORATE INFORMATION

The Company was incorporated as a private limited Company by the name of Super Bartronics Private Limited on September 10, 1990. Further, the Company changed its name from Super Bartronics Private Limited to Super Bartronics Limited and subsequently converted into a Public Limited Company w.ef. from July 27, 1995. The name of the Company was changed to Bartronics India Limited on January 1, 1996.

Bartronics is currently engaged in providing solutions based on Bar Coding, one of the oldest AIDC technologies. Since then, in the past two decades, it has been pioneer in introducing newer technologies and solutions in India based on Biometrics, RFID, POS, EAS, and Smart Cards etc

2. Contingent Liabilities:

Letters of Credit and Guarantees issued: Rs. & USD. In Lakhs

As At As At particulars 30. 09. 2013 30. 09. 2012

Letters of Credit - -

Counter Guarantees Given to Banks Towards:

- Bank Guarantees Issued Rs.590.14 Rs.573.83

- Corporate Guarantees $ 150 $150

3. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs.9,374.39 lakhs (30.09.2012 Rs. 8,312.07 lakhs)] Rs1,340.56 lakhs (30.09.2012: Rs. 1,555.54 lakhs )

4. Reserves & Surplus:

Securities Premium:

a. The Company charges the premium payable on redemption of Foreign Currency Convertible Bonds to the securities premium account over the life of the bond. Had the Company provided the full liability of premium payable on redemption of bonds in terms of the provisions of Accounting Standard-29 ''Provisions, Contingent Liabilities & Contingent Assets'' in Securities Premium Account in the year of issue, the additional liability would have been Rs.1194.91 Lakhs (30.09.2012 Rs. 789.79 Lakhs).

5. Related Party Disclosures:

The following are related parties as defined in "Accounting Standard (AS) 18- Related Party Disclosures" notified under The Companies (Accounting Standards) Rules, 2006.

1. The above figures exclude provision for gratuity and compensated absences actuarially valued as separate figures are not available.

2. As per the term of appointment, no commission is payable to Managing Director or Whole time Directors, accordingly computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956 is not given.

6. Segment Reporting

1. The activities of the Company relate to only one business segment i.e. the business of providing Automatic Identification & Data Capture (AIDC) solutions.

2. Information relating to Secondary Segment based on geographical location:

Note: Based on expert opinion the deferred tax expense in the previous year has been recognized using previous year applicable effective tax rate being Minimum Alternate Tax (MAT) rate.

Note: Figures in italics relate to previous year

Note: Only Provisions has been Made in the books but no payments were made.

i. Discount Rate

The discount rate is based on the prevailing market yield on Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

7. The Company''s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent in to the profit and loss account.

8. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. There are no dues to be paid by the company to The Micro, Small & Medium enterprises as per the management.

9. The Company was awarded the "Aapke Dwar" Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisages availment of various Governments to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various locations in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs.1,426.34 Lakhs(2011-12 : Rs. 1,426.34 lakhs). Further amounts aggregating to Rs. 13,688.82 Lakhs(2011-12:Rs. 13,474.47.10 lakhs )has been advanced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has filed a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confident of arriving at an amicable solution shortly.

10. Due to no profits in the Company the remuneration of Directors as fixed by the members for the financial year 2012-13 is exceeding the permissible remuneration under the Companies Act, 1956 by 82.18 Lakhs. The Company is taking necessary steps.

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

---

Mar 31, 2011

1. Contingent Liabilities:

Rs. In Lakhs

As At As At

Particulars 31. 03. 2011 31. 03. 2010

Counter Guarantees Given To Banks Towards:

-Bank Guarantees Issued 497.97 71.38

2. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs.15,265.87 lakhs (31.03.2010 Rs. 18,322.43 lakhs)] Rs.29,643.67 lakhs (31.03.2010: Rs. 26,734.64 lakhs )

3. Share Warrants:

The Company has issued 6,300,000 Convertible Share Warrants of Rs 10 each at a premium of Rs 222 per warrant belonging to the promoter and promoter group and 2,000,000 Compulsory Convertible Warrants of Rs.10 each at a premium of Rs.152.25 per warrant to non-promoter group during February, 2010.These are convertible into equity shares at a later date but before expiry of 18 months from the date of issue in one or more tranches. As per the terms of issue, the Company has received 25% value as advance against the said Compulsory Convertible Warrants aggregating to Rs. 4,465.25 Lakhs.

premium payable on redemption of Foreign Currency Convertible Bonds to the securities premium account over the life of the bond. Had the Company provided the full liability of premium payable on redemption of bonds in terms of the provisions of Accounting Standard-29 'Provisions, Contingent Liabilities & Contingent Assets' in Securities Premium Account in the year of issue, the additional liability would have been Rs.3,581.92 Lakhs. (31.03.2010 Rs. 5,305.05 Lakhs)

4. Secured Loans:

i. Term Loans:

a. Term loans availed from banks and fnancial institutions are secured by:

v Equitable mortgage of the Company's immovable property at Raj Bollaram Village.

v First pari passu charge on all fixed assets, present and future and pari passu second charge on

all the current assets both present and future.

v The personal guarantees of certain promoters.

b. Amounts repayable within twelve months in respect of Term Loans: Rs.6,024.01 Lakhs (31.03.2010: Rs. 4,114.25 Lakhs)

ii. Working Capital Loans:

Working Capital loans availed from banks are secured by:

v First pari-passu charge on all the movable properties both present and future including without its limitation its stock in trade, receivables, investments, deposits and other movables.

v First pari passu charge on all the current assets and pari passu second charge on all the moveable fixed assets of the Company.

v The personal guarantees of certain promoters.

iii. Hire Purchase Loans:

a. Equipment and Vehicle loans from others are secured by hypothecation of equipments/vehicles acquired out of the said loans.

b. Amounts repayable within twelve months in respect of equipment/vehicle loans: Rs. 468.95 Lakhs (31.03.2010: Rs 7.52 Lakhs).

5. Unsecured Loans:

Foreign Currenzcy Convertible Borrowings (FCCB):

The Company raised US$ 25 Million ('FCCB-I') on 09.06.2007 and US$ 50 Million ('FCCB-II') on 04.01.2008 through the issue of zero coupon Foreign Currency Convertible Bonds. Bond holders have an option to convert each bond of US$ 100000 into shares of Rs. 10/- each at the conversion price of Rs.140/- in respect of the FCCB-I and at the conversion price of Rs.290/- in respect of FCCB-II. The bonds are redeemable with a yield to maturity of 7.25% in case of FCCB-I and 6.65% in case of FCCB-II. During the year Nil (31.03.2010: 23,78,340) shares were allotted out of the FCCB-I consequent to conversion of balance Nil Bonds (31.03.2010: 60 bonds) aggregating to US$ Nil (31.03.2010 US$ 60 Lakhs). The balance bonds unless converted will be redeemed on 4th February, 2013 in respect of FCCB-II [The entire issue of 250 bonds relating to FCCB-I aggregating to US$ 250 Lakhs stand converted into equity shares as at 31.03.2010]

FCCB-II Price Reset: Pursuant to the terms and conditions of FCCB-II Bond issue the conversion price has been reset from Rs.290 to Rs.232 on 6 July, 2009 and further to Rs.191.25 on 4 January, 2010.

6. Sales :

Self Developed Software:

Development cost for self developed software's has been charged to the Profit & loss accounts in the earlier years.

7. Sundry Debtors:

Sundry Debtors (Schedule 8) Considered Good, includes amount aggregating to Rs. 36,577.76 Lakhs which have been outstanding for more than six months. On account of the economic slowdown and consequent recessionary conditions in the global market there have been delays in recovery of such amounts and in respect of which necessary applications have been fled with the authorised dealers.Given the fact that the amounts are recoverable from customers with whom the Company, has a long standing relationship, management is confdent of realising the amounts due and no provisions are required on these accounts at this stage.

8. Cash & Bank Balances:

a. Cash on Hand includes Rs. 0.26 lakhs (31.03.2010: Rs.0.40 lakhs) held in foreign currency.

9. Inventories:

Finished goods inventory includes bought out software aggegating to Rs.314.13 Lakhs which has remained in stock for over a year. Management is confdent of realising a sale value not lower than its current carrying cost and consequently, no provision has been made on this account.

10. Related Party Disclosures:

The following are related parties as defned in "Accounting Standard (AS) 18 - Related Party Disclosures" notifed under The Companies (Accounting Standards) Rules, 2006.

11. Segment Reporting

1. The activities of the Company relate to only one business segment i.e. the business of providing

Automatic Identifcation & Data Capture (AIDC) solutions.

i) Discount Rate

The discount rate is based on the prevailing market yield on Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

ii) Salary Escalation Rate

The estimates of future salary increase considered takes into account the infation, seniority and other relevant factors

12. Current Income Tax:

Current tax represents income tax payable on the book Profits computed under Section 115JB of the Income Tax Act, 1961.

13. The Company's significant leasing arrangements are in respect of operating leases for premises (Offices, equipment's etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent expense to the Profit and loss account.

14. The dues to Micro and Small enterprises as defned in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identifed by the Company based on enquiries with the parties and information available with the Company. This has been relied upon by the auditors.

15. The Company was awarded the "Aapke Dwar" Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisages availment of various Government to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various location in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs. 4,112.58 lakhs. Further amounts aggregating to Rs. 14,893.10 lakhs has been advaced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has fled a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confdent of arriving at an amicable solution shortly.

16. Previous year's figures have been regrouped/ rearranged/reclassified wherever necessary to confirm to current year's presentation.

---

Mar 31, 2010

1. Contingent liabilities:

Letters of Credit and Guarantees issued: Rs. in lakhs

Particulars As at As at 31.03.2010 31.03.2009

Letters of Credit -- 4,277.10

Counter Guarantees Given To Banks Towards :

— Bank Guarantees Issued 71.38 298.85

2. Claims Against The Company Not Acknowledged As Debts:

Disputed Income Tax liability Rs.225.16 Lakhs (31.03.2009: Rs.8.51 Lakhs). The Company has contested before appellate authorities.

3. Estimated Amount Of Contracts Remaining To Be Executed On Capital Account And Not Provided For [Net Of Advance Rs.l 8,322.43 Lakhs (31.03.2009 Rs.1 ,427.69 Lakhs)] Rs.26,734.64 Lakhs (31.03.2009: Rs.80,000 Lakhs)

4. Share Capital:

During the year:

a) USS 60 Lakhs worth of Foreign Currency- Convertible Bonds (FCCB) have been converted into 2,378,340 equity shares of Rs.10 each aggregating to Rs.237.83 Lakhs at a premium of Rs.102 per share aggregating to Rs.2,425.91 Lakhs.

b) The Company has issued shares under Preferential Allotment of 2,200,000 equity shares of Rs.10 each at a premium of Rs.222 per share fully paid-up belonging to the promoter and promoter group and 493,065 equity shares of Rs. 10 each at a premium of Rs. 152.25 per share fully paid-up to non-promoters group, aggregating to Rs.269.31 Lakhs of equity shares and Rs.5,634.69 Lakhs of securities premium.

c) The Company has issued 6,300,000 Compulsory Convertible Warrants of Rs.10 each at a premium of Rs.222 per warrant belonging to the promoter and promoter group and 2,000,000 Compulsory Convertible Warrants of Rs.lt) each at a premium of Rs.152.25 per warrant to non-promoter groups, which are convertible into equity shares at a later date but before expiry of 18 months from the date of issue in one or more tranches. As per the terms of issue, the Company has received 25% value of the Compulsory Convertible Warrants aggregating to Rs.4,465.25 Lakhs.

b. As stated in Significant Accounting Policies No. 15 of Schedule 20, the Company charges the premium payable on redemption of Foreign Currency Convertible Bonds to the securities premium account over the life of the bond. Had the Company provided the full liability of premium payable on redemption of bonds in terms of the provisions of Accounting Standard 29 Provisions, Contingent Liabilities & Contingent Assets in Securities Premium Account in the year of issue, the additional liability would have been Rs.5,305.05 Lakhs.

5. Secured Loans:

I. Term Loans:

a) Term loans availed from banks are secured by:

- Equitable mortgage of the Companys immovable property at Raj Bollaram Village.

- First pari passu charge on all fixed assets, present and future and pari passu second charge on all the current assets both present and future.

- The personal guarantees of certain promoters.

b) Amounts repayable within twelve months in respect of Term Loans: Rs.4,114.25 Lakhs (31.03.2009: Rs.2,610.38 Lakhs)

II. Working Capital Loans:

Working Capital loans availed from banks are secured by:

- First pari-passu charge on all the movable properties both present and future including without its limitation its stock in trade, receivables, investments, deposits and other movables.

- First pari passu charge on all the current assets and pari passu second charge on all the movable fixed assets of the Company.

- The personal guarantees of certain promoters.

III. Vehicle Loans:

a) Vehicle loans from banks and others are secured by hypothecation of vehicles acquired out of the said loans.

b) Amounts repayable within twelve months in respect of vehicle loans: Rs. 7.52 Lakhs (31st March, 2009: Rs 5.92 Lakhs).

6. Unsecured Loans:

Foreign Currency Convertible Borrowings (FCCB):

The Company raised US$ 25 Million (FCCB-I) on 09.06.2007 and US$ 50 Million (FCCB-II) on 04.01.2008 through the issue of zero coupon Foreign Currency Convertible Bonds. Bond holders have an option to convert each bond of US$ 100000 into shares of Rs. 10/- each at the conversion price of Rs.140/- in respect of the FCCB-I and at the conversion price of Rs.290/- in respect of FCCB-H. The bonds are redeemable with a yield to maturity of 7.25% in case of FCCB-I and 6.65% in case of FCCB-II. During the year 23,78,340 (31.03.2009: 2,282,332) shares were allotted out of the FCCB-I consequent to conversion of balance 60 bonds (31.03.2009: 75 bonds) aggregating to US$ 60 Lakhs (31.03.2009 US$ 75 Lakhs). The balance bonds unless converted will be redeemed on 4th February, 2013 in respect of FCCB-II. On conversion of 60 bonds of FCCB-I, the entire issue of 250 bonds aggregating to US$ 250 Lakhs now stand converted into equity shares.

FCCB-II Price Reset: Pursuant to the terms and conditions of FCCB-II Bond issue the conversion price has been reset from Rs.290 to Rs.232 on 6 July, 2009 and further to Rs.191.25 on 4January, 2010.

7. Sales:

Self Developed Software:

The Company has incurred development cost for the self developed softwares and charged to the profit and loss accounts in the earlier years. No further development costs are incurred on the sale self developed softwares during the year.

Trading Sales and Purchases:

The trading sales and purchases include software sales of Rs.8,837.59 Lakhs and Rs.8,461.87 Lakhs recognized upon transmission of software to customer or by vendors through electronic form and significant risks and rewards relating to ownership of products are transferred to the customers or by the vendor. These sales and purchases are integral part of the project fulfilment process and are in the normal course business practice. The Customers and Vendors have confirmed the receipt / dispatch of goods/services and the balance outstanding as on 31 March 2010.

8. Sundry Debtors:

Sundry Debtors outstanding for more than six months considered good for recovery by the Management is Rs.27,004.88 Lakhs. Due to slowdown and recessionary conditions witnessed in the global market during 2009-10, the Company has to give extension in the payment terms to some of these export customers. These export customers are dealing with the Company for number of years and their dealings with the Company are satisfactory. Subsequent to the balance sheet date the Company has recovered Rs. 22,243.39 Lakhs and the balance debtors are recoverable and considered good, hence no provision for bad and doubtful debt is considered necessary.

9. Inventories:

Closing Stock of Raw-Material- Export software stocks of Rs.986.34 Lakhs is non-moving for more than nine months. These software stocks relate to common application softwares, the Company has been implementing over the years. The Company is confident of selling this application software in the near future and no provision for slow and non-moving stocks is considered necessary.

10. Derivatives:

1. Exchange difference in respect of forward exchange contracts to be recognized in the profit and loss account in subsequent reporting period amounts to Rs.Nil (31.03.2009 Rs.0.29 Lakhs)

2. Key Management Personnel

1. Mr. Sudhir Rao - Managing Director

2. Mr. T Venkateswara Rao - Whole Time Director (Finance)*

3. Mr. S. T. Prasad - Whole Time Director (Technical)*

*Mr. T Venkateswara Rao and Mr. S.T Prasad are non executive directors we.f 30.01.2010

11. Segment Reporting

1. The activities of the Company relate to only one business segment i.e. the business of providing Automatic Identification & Data Capture (AIDC) solutions.

12. "The Company is engaged in development, trading and maintenance of computet hardwares and softwares. Being technical in nature, the production and sale of such hardwares and softwares cannot be expressed in generic units. Accordingly the quantitative information relating to production, purchases, consumption and sales, as required under paragraph 3, 4C and 4D of Part II of Schedule VI of the Companies Act, 1956, has not been provided."

13. Current Income Tax:

Current tax represents income tax payable on the book profits computed under section .115JB of the Income Tax Act, 1961.

14. Disclosure in respect of Operating Leases: c

The Companys leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc). General descriptions of the leasing arrangements are:

- All lease agreements are cancellable in nature and range between 11 months to 5 5ears.

- As per the agreements, refundable interest free deposits have been given.

- Some of the agreements provide for increase in rent

- Some of the agreements provide for early termination by either party with a notice period which varies from 15 days to 3 months.

- Some of the agreements contain a provision for its renewal by mutual consent on mutually agreeable terms.

- Operating Lease payments recognised in the statement of profit and loss for the year: Rs. 112.34 Lakhs (2008 09: Rs.90.03 Lakhs)

15. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. This has been relied upon by the auditors.

16. Previous years figures have been regrouped/ rearranged/ reclassified wherever necessary to conform to current years presentation.

---

Mar 31, 2003

(Forming part of Balance Sheet and Profit & Loss Account)

1. SECURED LOANS

1.1 Cash credit facilities from UTI Bank are secured by hypothecation of stocks, Trade receivables, collateral by way of extension of charge on the fixed assets and personal guarantee of Directors.

1.2 Loan from Citi Bank Maruthi Finance is secured by the hypothecation of Maruthi car purchased out of the said loan.

1.3 Venture Capital Loan availed from Industrial Development Bank of India is towards expansion project of the company. The said loan is secured by all movable & immovable assets, present and future, of the company except stock and book debts.

2. UNSECURED LOANS

2.1 The company has availed loan from M/s. Futuretech Industries Limited. The loan availed is interest free.

3. FIXED ASSETS

3.1 The company incurred certain expenses for setting R & D center for improving the product quality. Since the R & D center is commissioned, the relevant assets together with incidental expenses up to date of commissioning are capitalized.

4. CURRENT ASSETS, LOANS AND ADVANCES

4.1 Inventory quantities and values as at the period end are as certified by the management.

4.2 Sundry debtor’s balances are subject to confirmation and reconciliation.

5. CURRENT LIABILITIES & PROVISIONS

5.1 Sundry creditors balances are subject to confirmation and reconciliation.

5.2 There are no dues outstanding more than Rs.1 lakh and more than 30 days to Small Scale Industrial Undertakings. The total outstanding due to Small Scale Industrial undertaking is Nil. Total outstanding due to creditors other than Small Scale Industrial undertaking is Rs.97,86,958/-.

6. DEFERRED EXPENDITURE

6.1 Deferred Software Expenditure pertaining to charges incurred in connection with the development of new software. The company has amortized the same over 5 years.

6.2 Market Seeding expenditure is of the nature of marketing expenses such as salaries, rent, general expenses of newly established branches for development of a particular market area segment. The directors are of the view that these expenses will bear fruit over the long term and hence deferred the same over 5 years.

6.3 Deferred Project Expenditure pertains to expenditure incurred on infrastructure for setting up of R & D center for improved products and the same has been charged off during the year as the project is completed.

7. OTHERS :

7.1 Information on licensed and installed capacity is not furnished since the company is not involved in any manufacturing activity during the year.

7.2 The impact of deferred tax in accordance with AS-22 has been considered while forming the accounts and necessary provision has been created.

7.8 Previous year’s figures have been regrouped and reclassified where ever necessary.