A Oneindia Venture

Notes to Accounts of Intrasoft Technologies Ltd.

Mar 31, 2025

(a) Reconciliation of equity share capital:

During the year ended March 31, 2024, the Company had issued and allotted 15,80,000 equity shares of ? 10 each in Private Placement (PP) at an issue price of ? 145 per share (including securities premium of ? 135 per share) aggregating to ? 2,291 lacs. The net proceeds from the issue has been utilized towards investment in E-Commerce business & growth initiatives, funding technology innovation, artificial intelligence, debt reduction, team building, launching SaaS portal, expanding our supplier base and deepening partnership with our suppliers and general corporate purposes. In accordance with Ind AS 32, the costs that are

(b) Terms and rights attached to equity shares:

The Company has only one class of equity shares having a par value of ? 10 per share. The Company declares and pays dividends in Indian Rupees. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts if any. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) No additional shares were allotted as fully paid up by way of bonus shares or pursuant to contract without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years

(f) Nature and purpose of reserves Capital reserve:

The Company has transferred the net surplus arising from amalgamation in accordance with the terms of Scheme of amalgamation.

General reserve:

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

Securities premium:

The amount received in excess of face value of the equity shares is recognised in Securities Premium. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of Section 52 of the Companies Act, 2013.

Debt instruments through Other Comprehensive Income:

The debt instruments are measured at fair value and the change is recognised through Other Comprehensive Income. Upon derecognition, the cumulative fair value changes on the said instruments are reclassified to the Statement of Profit and Loss.

(#) Vehicle loan of T 18.35 lacs taken from Bank of India at an effective floating interest rate of 9.54% as of 31 March 2025 (9.23% as of 31 March 2024), repayable in 84 monthly installments. The closing balance as on 31st March 2025 is T 13.07 Lacs ( Previous Year: T 15.13 Lacs).

(#) Term loan of T 850 Lacs & T 675 Lacs taken from Kotak Mahindra Bank at an effective interest rate of 8.90% & 8.65% respectively as of 31 March 2025 (floating interest rate) for business purpose of Company and its subsidiaries. The loan is secured against the property at 145, Rash Behari Avenue, 3rd floor, Suite no. 301, Kolkata - 700029 and it is repayable in 84 & 120 monthly installments respectively. The closing balance as on 31st March 2025 is T 1,249.55 Lacs ( Previous Year: T 1,391.91 Lacs).

(a) Defined contribution plans

Eligible employees of the Company receive benefits under the provident fund which is a defined contribution plan wherein both the employee and the Company make monthly contributions equal to a specific percentage of covered employees'' salary. These contributions are made to the fund administered and managed by the Government of India and the Company has no further obligation beyond making its contribution. The Company''s monthly contributions are charged to the Statement of Profit and Loss in the period in which they are incurred. An amount of ? 18.02 Lacs (Previous Year: ? 16.77 lacs) has been recognised as expense in the statement of profit & loss during the year.

(b) Defined benefits plan

Gratuity is a post employment benefit and is a defined benefit plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972 (''the Act''). The liability recognised in the balance sheet represents the present value of the defined benefit obligation at the balance sheet date, together with adjustment for unrecognised actuarial gains or losses and past service cost. Independent actuaries calculate the defined benefit obligation annually using the Projected Unit Credit Method. Actuarial gains and losses are credited/ charged to the Statement of Other Comprehensive Income in the year in which such gains or losses arise.

Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

Interest risk A decrease in the bond interest rate will increase the plan liability.

Longevity risk The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

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

26 CONTINGENT LIABILITIES AND COMMITMENTS (a) Contingent liabilities

As at 31 March 2025

As at

31 March 2024

Guarantees given [refer note (i) & (ii) below]

1.25

6,751.25

Claims against Company, not acknowledged as debt [refer note (iii) below]

12.19

12.19

13.44

6,763.44

Notes:

(i) Guarantee given for step-down subsidiary 123Stores, Inc. ? Nil (Previous year ? 6,750 lacs).

(ii) Guarantee given to Customs Authority for bonded warehouse ? 1.25 lacs (Previous year ? 1.25 lacs).

(iii) Claim for Service Tax and Maintenance Charges ? 12.19 lacs (Previous year ? 12.19 lacs).

(b) The Indian Parliament has approved the Code on Social Security, 2020 which would impact contribution by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code become effective.

29 SEGMENT REPORTING

(a) As per the requirements of IND-AS 108 " Segment Reporting", no disclosures are required to be made since the Company''s activities consist of a single business segment of internet based delivery of services.

(b) Other Information :

The Company does not have any revenue from external customers.

(c) The Company has entered into transaction with a single customer (related party), which amounts to 10% or more of the Company''s total revenue from operations. (Refer note 28)

(i) The above table does note include deemed investments.

(ii) The carrying amount of financial assets and financial liabilities measured at amortized cost are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amount would be significantly different from the values that would be eventually received or settled. Management assessed that fair values of cash and cash equivalents, other bank balances, bank deposits, loans to employees, trade receivables, trade payables and other financial liabilities approximate their carrying amounts due to the short term maturities of these instruments. For long-term borrowings at fixed/floating rates, management evaluates that their fair value will not be significantly different from the carrying amount.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a stressed or liquidation sale.

(b) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the Statement of Profit and Loss 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 financial instruments.

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

Level 3: Unobservable inputs for the asset or liability

The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 31 March 2025 and 31 March 2024:

(c) Computation of fair values

Investments in mutual funds are investments made in varied tenure funds whose fair value is considered as the net asset value (NAV) declared by their respective fund houses on a daily basis. NAV represents the price at which the fund house is willing to issue further units in such fund/the price at which the fund house will redeem such units from the investors. Thus the declared NAV is similar to fair market value for these mutual fund investments since transactions between the investor and fund houses will be carried out at such prices.

The fair value of perpetual bonds and non-convertible debentures are based on quoted prices and market-observable inputs.

31 FINANCIAL RISK MANAGEMENT

The Company''s business activities expose it to a variety of financial risks such as credit risks, liquidity risk and market risks. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the standalone financial statements.

(a) Credit risk:

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Other financial assets measured at amortised cost includes security deposits. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

i) Trade receivables:

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The allowance account in respect of trade and other receivables is used to record impairment losses unless the Company is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

As the Company does not hold any collateral, the maximum expense to credit risk for each class of financial instrument is the carrying amount of that class of financial instrument presented on the statement of financial position. Impairment of trade receivables is based on expected credit loss model (simplistic approach) depending upon the historical data, present financial conditions of customers and anticipated regulatory changes. Company does not hold any collateral in respect of such receivables.

ii) Financial instruments and cash deposits:

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Other financial assets measured at amortized cost includes security deposits. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Credit risk exposure:

The Company is exposed to a concentration of credit risk with respect to its trade receivable balances from its subsidiary Company. At the reporting date, trade receivable balances from subsidiary Company represents ?747.60 (31 March 2024 -Nil) of the total trade receivable balances, respectively.

The gross carrying amount of financial assets, net of any impairment losses recognised represents the maximum credit exposure. The maximum exposure to credit risk as at 31 March 2025 and 31 March 2024 was as follows:

(b) Liquidity risk:

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long-term funding and liquidity management requirements. The Company''s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.

Maturities of financial liabilities:

The following table shows the remaining contractual maturities of financial liabilities at the reporting date. The amounts reported are on gross and undiscounted basis. Balances due within 12 months equal their carrying balances as the impact of discounting is insignificant.

Market risk is the risk of potential adverse change in the Company''s income and the value of Company net worth arising from movement in foreign exchange rates, interest rates or other market prices. The Company recognises that the effective management of market risk is essential to the maintenance of stable earnings and preservation of shareholder value. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the overall returns.

(i) Foreign currency risk:

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Foreign currency risk arises when transactions are denominated in foreign currencies.

The Company operates locally in INR and but is exposed to foreign exchange risk arising from foreign currency transactions (IT enabled services), primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional currency. The Company does not hedge its foreign exchange receivables. The Company''s foreign exchange receivables is ? 747.60 as at 31 March 2025 and ?2,917.84 as at 31 March 2024 respectively.

The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertainties about the future market values of these investments. The investments in mutual funds have been disclosed in Note 6.

The Company is also exposed to the price risk for its investment in bonds and debentures. These being debt instruments, the exposure to risk of changes in market rates is minimal. The details of such investments in bonds and debentures are given in Note 6.

The Company is mainly exposed to change in market rates of its investments in mutual funds recognised at FVTPL. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

The Company has laid policies and guidelines which it adheres to in order to minimise pricing risk arising from investments in debt mutual funds.

(iii) Interest rate risk:

The Company is exposed to the interest rate risk due to its long term borrowings from banks and others. The interest rate risk arises due to uncertainties about the fluctuation in benchmark rates viz. base rate, prime lending rate etc. Refer note 14 for detail of the Company''s borrowings.

32 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

33 Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, during the financial year, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

35 OTHER ADDITIONAL INFORMATION :

(a) Loans or advances (repayable on demand or without specifying any terms or period of repayment) to specified persons : During the period ending 31st March, 2025 the company did not provide any Loans or advances which remains outstanding (repayable on demand or without specifying any terms or period of repayment) to specified persons (? 2,835.77 as on 31st March,2024).

(b) Disclosure in relation to undisclosed income : The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the period ending 31st March, 2025 and also for the period ending 31st March, 2024 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).

(c) Relationship with Struck off Companies : The Company do not have any transactions with company''s struck off during the period ending 31st March, 2025 and also for the period ending 31st March, 2024.

(d) Details of Benami Property held : The Company do not have any Benami property, where any proceeding has been initiated or

pending against the Company during the period ending 31st March, 2025 and also for the period ending 31st March, 2024 for holding any Benami property.

(e) The company has not been declared wilful defaulter by any bank or financial institution or any government or any government authority during the current year and previous financial year.

(f) Registration of charges or satisfaction with Registrar of Companies (ROC) : The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, during the period ending 31st March, 2025 and also for the period ending 31st March, 2024.

(g) Details of Crypto Currency or Virtual Currency : The Company have not traded or invested in Crypto currency or Virtual Currency during the period ending 31st March, 2025 and also for the period ending 31st March, 2024.

(h) Utilisation of borrowed funds or share premium or any other source or kind of funds :

(i) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries during the year.

(ii) The Company have 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 like on behalf of the Ultimate Beneficiaries during the year.

(i) Audit Trail - As per the newly inserted rule 3(1) of the Companies (Accounts) Rules, 2021, the company has used accounting software for maintaining its books of accounts which have a feature of recording audit trail(edit log) facility and the same has been enabled and operated throughout the year for all relevant transactions recorded in the respective software. Further there is no instance of audit trail feature being tampered with.

36 SUBSEQUENT EVENTS:

The management has evaluated all activities of the Company through May 28, 2025 and concluded that there were no additional

subsequent events required to be reflected in this financial statements.

37 Previous period figures have been re-grouped/re-classified wherever necessary, to conform to current period''s classification.


Mar 31, 2024

(1) During the year ended 31 March 2024, building OF '' 167.32 Lakhs have been transferred to investment property from property, plant and equipment as the same have been considered by the management as not for further use for business purposes and held for the purpose of earning rental.

(2) The Company''s lender "Kotak Mahindra Bank" has got the valuation done for our property (measuring super built-up area of 11,500 sq. ft.) against the loan of ?675 lacs sanctioned and disbursed in the month of January 2024, from an independent registered valuers as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, who are specialist in valuing these types of Investment Properties, having appropriate qualifications and recent experience in the valuation of properties in relevant locations. According to their valuation report, the fair value of the Company''s Property was ?2,127.50 Lacs. Out of total Super Built-up area of 11,500 sq. ft., the Company has rented out a portion of that property measuring approx. 1500 sq. ft. Since the valuation is recent, our Company believe that valuation stands valid thru 31 March 2024. Accordingly the fair value of the investment property has been arrived at ? 277.50 lacs as at 31 March 2024.

(1) The Company has not revalued its property, plant and equipment, investment property and intangible assets during the year ended 31 March 2024 and 31 March 2023 respectively.

(2) The Company has performed an assessment of its property, plant and equipment, investment property and intangible assets for possible triggering events or circumstances for an indication of impairment and has concluded that there were no triggering events or circumstances that would indicate the property, plant and equipment, investment property and intangible assets are impaired.

(i) As at the Balance Sheet date, none of the investments in equity instruments have been impaired.

(ii) The Company has given a corporate guarantee to CITI Bank N.A, on behalf of its step-down subsidiary, 123Stores, Inc., amounting to '' 6,750 lacs in India, for a loan amounting to US$ 7.5 million taken by its step-down subsidiary, 123Stores, Inc. The corporate guarantee to Yes Bank amounting to ''850 lacs was closed on 30 March 2024. The financial guarantee has been fair valued as per IND AS 109.

(iii) The Company has measured its investment in subsidiaries at cost in accordance with Ind AS 27 - Separate Financial Statements.

(i) The Company has transferred an amount of '' 0.78 lacs of unpaid dividend to the Investor Education and Protection Fund for the financial year 2015-16.

(ii) The Company has deposited '' 30 Lacs against fixed deposit with HDFC Bank for bank guarantee issued in favour of Santosh Promoters Pvt. Limited as per the order of Supreme Court dated 01 May 2017.

(iii) The company has deposited '' 1 lac against fixed deposit with hdfc bank for overdraft facility of '' 0.90 lac

(iv) The Company has deposited ''50 lacs in fixed deposit with Yes Bank for a corporate guarantee to Yes Bank, on behalf of its step-down subsidiary, 123Stores, Inc., for a loan of USD 1.02 million (equivalent INR '' 850 lacs). the corporate guarantee was closed on 30 March 2024.

(a) Reconciliation of equity share capital

During the year ended 31 March 2024, the Company has issued and allotted 15,80,000 equity shares of ''10 each in Private Placement (PP) at an issue price of ''145 per share (including securities premium of ''135 per share) aggregating to '' 2,291 lacs. The net proceeds from the issue has been utilized towards investment in E-Commerce business & growth initiatives, funding technology innovation, artificial intelligence, debt reduction, team building, launching SaaS portal, expanding our supplier base and deepening partnership with our suppliers and general corporate purposes. In accordance with Ind AS 32, the costs that are attributable directly to the above transaction, have been recognised in equity.

(b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of ''10 per share. The Company declares and pays dividends in Indian Rupees. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts if any. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) No additional shares were allotted as fully paid up by way of bonus shares or pursuant to contract without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

(f) Nature and purpose of reserves Capital reserve

The Company has transferred the net surplus arising from amalgamation in accordance with the terms of Scheme of amalgamation.

General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of Section 52 of the Companies Act, 2013.

Debt instruments through Other Comprehensive Income:

The debt instruments are measured at fair value and the change is recognised through Other Comprehensive Income. Upon derecognition, the cumulative fair value changes on the said instruments are reclassified to the Statement of Profit and Loss.

(#) Vehicle loan of ''18.35 lacs taken from Bank of India at an effective floating interest rate of 9.23% as of 31 March 2024 (9.41% as of 31 March 2023), repayable in 84 monthly installments. The closing balance as on 31 March 2024 is ''15.13 Lacs ( Previous Year : ''17.02 Lacs)

(#) Term loan of ''850 Lacs & '' 675 Lacs taken from Kotak Mahindra Bank at an effective interest rate of 9.15% & 8.90% respectively as of 31 March 2024 (floating interest rate) for business purpose of Company and its subsidiaries. The loan is secured against the property at 145, Rash Behari Avenue, 3rd floor, Suite no. 301, Kolkata - 700029 and it is repayable in 84 & 120 monthly installments respectively. The closing balance as on 31 March 2024 is '' 1,391.91 Lacs ( Previous Year : '' 816.78 Lacs).

($) The Company has taken an unsecured loan having a balance of 226 lacs (Previous year '' 205 lacs) @9.50% p.a. as of 31 March 2024 (8% p.a. as of 31 March 2023) from One Two Three Greetings (India) Private Limited for working capital purpose, which is repayable on demand.

(*) For maturity analysis of borrowings - refer Note 30 (b)

Contract asset is the right to consideration in exchange for services transferred to the customer. Contract liability is the entity''s obligation to transfer services to a customer for which the entity has received consideration from the customer in advance.

(a) Defined contribution plans

Eligible employees of the Company receive benefits under the provident fund which is a defined contribution plan wherein both the employee and the Company make monthly contributions equal to a specific percentage of covered employees'' salary. These contributions are made to the fund administered and managed by the Government of India and the Company has no further obligation beyond making its contribution. The Company''s monthly contributions are charged to the Statement of Profit and Loss in the period in which they are incurred. An amount of ''16.77 Lacs (Previous Year: ''17.07 lacs) has been recognised as expense in the statement of profit & loss during the year.

(b) Defined benefits plan

Gratuity is a post employment benefit and is a defined benefit plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972 (''the Act''). The liability recognised in the balance sheet represents the present value of the defined benefit obligation at the balance sheet date, together with adjustment for unrecognised actuarial gains or losses and past service cost. Independent actuaries calculate the defined benefit obligation annually using the Projected Unit Credit Method. Actuarial gains and losses are credited/ charged to the Statement of Other Comprehensive Income in the year in which such gains or losses arise.

Note: The assumption of discount rate is based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities. Future salary increase rate takes into account the inflation, seniority, promotion and other relevant factors on long term basis.

Methods and assumptions used in preparing sensitivity analysis and their limitations:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality.

(b) The Indian Parliament has approved the Code on Social Security, 2020 which would impact contribution by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code become effective.

28 SEGMENT REPORTING

(a) As per the requirements of IND-AS 108 " Segment Reporting", no disclosures are required to be made since the Company''s activities consist of a single business segment of internet based delivery of services.

(b) Other Information :

The Company does not have any revenue from external customers.

(c) The Company has entered into transaction with a single customer (related party), which amounts to 10% or more of the Company''s total revenue from operations. (Refer note 27)

(i) The above table does note include deemed investments.

(ii) The carrying amount of financial assets and financial liabilities measured at amortized cost are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amount would be significantly different from the values that would be eventually received or settled. Management assessed that fair values of cash and cash equivalents, other bank balances, bank deposits, loans to employees, trade receivables, trade payables and other financial liabilities approximate their carrying amounts due to the short term maturities of these instruments. For long-term borrowings at fixed/floating rates, management evaluates that their fair value will not be significantly different from the carrying amount.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a stressed or liquidation sale.

(b) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the Statement of Profit and Loss 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 financial instruments.

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

Level 3: Unobservable inputs for the asset or liability

The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 31 March 2024 and 31 March 2023:

(c) Computation of fair values

Investments in mutual funds are investments made in varied tenure funds whose fair value is considered as the net asset value (NAV) declared by their respective fund houses on a daily basis. NAV represents the price at which the fund house is willing to issue further units in such fund/the price at which the fund house will redeem such units from the investors. Thus the declared NAV is similar to fair market value for these mutual fund investments since transactions between the investor and fund houses will be carried out at such prices.

The fair value of perpetual bonds and non-convertible debentures are based on quoted prices and market-observable inputs.

30 FINANCIAL RISK MANAGEMENT

The Company''s business activities expose it to a variety of financial risks such as credit risks, liquidity risk and market risks. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the standalone financial statements.

(a) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Other financial assets measured at amortised cost includes security deposits. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

i) Trade receivables

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The allowance account in respect of trade and other receivables is used to record impairment losses unless the Company is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

As the Company does not hold any collateral, the maximum expense to credit risk for each class of financial instrument is the carrying amount of that class of financial instrument presented on the statement of financial position. Impairment of trade receivables is based on expected credit loss model (simplistic approach) depending upon the historical data, present financial conditions of customers and anticipated regulatory changes. Company does not hold any collateral in respect of such receivables.

ii) Financial instruments and cash deposits

risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Other financial assets measured at amortized cost includes security deposits. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Credit risk exposure

The Company is exposed to a concentration of credit risk with respect to its trade receivable balances from its subsidiary Company. At the reporting date, trade receivable balances from subsidiary Company represents Nil (31 March 2023 - Nil) of the total trade receivable balances, respectively.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long-term funding and liquidity management requirements. The Company''s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.

Maturities of financial liabilities

The following table shows the remaining contractual maturities of financial liabilities at the reporting date. The amounts reported are on gross and undiscounted basis. Balances due within 12 months equal their carrying balances as the impact of discounting is insignificant.

(c) Market risk

Market risk is the risk of potential adverse change in the Company''s income and the value of Company net worth arising from movement in foreign exchange rates, interest rates or other market prices. The Company recognises that the effective management of market risk is essential to the maintenance of stable earnings and preservation of shareholder value. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the overall returns.

(i) Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Foreign currency risk arises when transactions are denominated in foreign currencies.

The Company operates locally in INR and but is exposed to foreign exchange risk arising from foreign currency transactions (IT enabled services), primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional currency. The Company does not hedge its foreign exchange receivables. The Company''s foreign exchange receivables is '' 2,917.84 as at 31 March 2024 and Nil as at 31 March 2023 respectively.

(ii) Price risk

The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertainties about the future market values of these investments. The investments in mutual funds have been disclosed in Note 6.

The Company is also exposed to the price risk for its investment in bonds and debentures. These being debt instruments, the exposure to risk of changes in market rates is minimal. The details of such investments in bonds and debentures are given in Note 6.

The Company is mainly exposed to change in market rates of its investments in mutual funds recognised at FVTPL. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

The Company has laid policies and guidelines which it adheres to in order to minimise pricing risk arising from investments in debt mutual funds.

31 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

32 Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, during the financial year, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

(b) Disclosure in relation to undisclosed income : The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the period ending 31 March 2024 and also for the period ending 31 March 2023 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).

(c) Relationship with Struck off Companies : The Company do not have any transactions with company''s struck off during the period ending 31 March 2024 and also for the period ending 31 March 2023.

(d) Details of Benami Property held : The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company during the period ending 31 March 2024 and also for the period ending 31 March 2023 for holding any Benami property.

(e) The company has not been declared wilful defaulter by any bank or financial institution or any government or any government authority during the current year and previous financial year.

(f) Registration of charges or satisfaction with Registrar of Companies (ROC) : The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, during the period ending 31 March 2024 and also for the period ending 31 March 2023.

(g) Details of Crypto Currency or Virtual Currency : The Company have not traded or invested in Crypto currency or Virtual Currency during the period ending 31 March 2024 and also for the period ending 31 March 2023.

(h) Utilisation of Borrowed Fund & Share Premium or any source or kind of funds:

(i) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries during the year, except as below :

(ii) The Company have 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 like on behalf of the Ultimate Beneficiaries during the year.

(i) Audit Trail - As per the newly inserted rule 3(1) of the Companies (Accounts) Rules, 2021, the company has used accounting software for maintaining its books of accounts which have a feature of recording audit trail(edit log) facility and the same has been enabled and operated throughout the year for all relevant transactions recorded in the respective software. Further there is no instance of audit trail feature being tampered with.

(j) NBFC - As per section 45-IA of the Reserve Bank of India Act, 1934 read with press release 1998-99/1269 dated April 8, 1999, the financial assets of the Company constituted more than 50% of total assets and income from financial assets constitute more than 50% of the gross income during the year ended 31 March 2024 which makes the Company eligible for registration as non banking financial company. However the above scenario is temporary in nature and hence the company has not applied for registration.

36 SUBSEQUENT EVENTS:

The management has evaluated all activities of the Company through 14 May 2024 and concluded that there were no additional subsequent events required to be reflected in this financial statements.

37 The Previous period figures have been re-grouped/re-classified wherever necessary, to conform to current period''s classification.


Mar 31, 2023

Provisions, contingent liabilities and contingent

assets

Provisions

A provision is recognised if, as a result of a past event, the
Company has a present legal or constructive obligation
that is reasonably estimable, and it is probable that an
outflow of economic benefits will be required to settle
the obligation. If the effect of the time value of money
is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects

current market assessments of the time value of money
and the risks specific to the liability. The increase in the
provision due to the passage of time is recognised as
interest expense.

Contingent liabilities

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of
the entity or a present obligation that is not recognised
because it is not probable that an outflow of resources
will be required to settle the obligation or it cannot be
measured with sufficient reliability. The Company does
not recognise a contingent liability but discloses its
existence in the financial statements.

Contingent assets

Contingent assets are neither recognised nor disclosed.
However, when realisation of income is virtually certain,
related asset is recognised.

(o) Earnings per equity share (EPS)

Basic earnings per equity share is calculated by dividing
the profit for the year attributable to equity holders of
the Company by the weighted average number of equity
shares outstanding during the year. Ordinary shares
that will be issued upon the conversion of a mandatorily
convertible instrument are included in the calculation of
basic earnings per share from the date the contract is
entered into.

Diluted earnings per equity share is calculated by
dividing the profit attributable to equity holders of the
Company (after adjusting for interest on the convertible
preference shares, if any) by the weighted average
number of equity shares outstanding during the year
plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential
equity shares into equity shares. Dilutive potential equity
shares are deemed converted as of the beginning of the
period, unless issued at a later date. Dilutive potential
equity shares are determined independently for each
period presented.

(p) Government grant

The Company is entitled to grants from state government
in respect of state incentive scheme. Such subsidies are
measured at amounts receivable from the government
which are non-refundable and are recognized as income
when there is a reasonable assurance that the Company
will comply with all necessary conditions attached to
them.

Government grants related to revenue are recognised

on a systematic basis in net profit in the Statement of
Profit and Loss over the periods necessary to match
them with the related costs which they are intended to
compensate.

(q) Fair value

Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date,
regardless of whether that price is directly observable
or estimated using another valuation technique. In
estimating the fair value of an asset or a liability, the
Company takes in to account the characteristics of
the asset or liability if market participants would take
those characteristics into account when pricing the
asset or liability at the measurement date. Fair value for
measurement and or disclosure purposes in the financial
statements is determined on such basis.

I n addition, for financial reporting purposes, fair value
measurements are categorized into Level 1, 2, or 3
based on the degree to which the inputs to the fair value
measurements are observable and the significance of
the inputs to the fair value measurements in its entirety,
which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in
active markets for identical assets or liabilities that
the entity can access at the measurement date;

• Level 2 inputs are inputs other than quoted prices
included within Level 1 that are observable for the
asset or liability, either directly or indirectly;

• Level 3 inputs are unobservable inputs for the
asset or liability.

(r) Borrowing costs

Interest on borrowing is recognized on a time
proportion basis taking into account the amount
outstanding and the rate applicable on the borrowing.
Ancillary expenditure incurred in connection with the
arrangement of borrowings is amortized over the
tenure of the respective borrowings. An unamortized
borrowing cost remaining, if any, is fully expensed off as
and when the related borrowing is prepaid or cancelled.

(s) Dividends

The final dividend on equity shares is recorded as a
liability on the date of approval by the shareholders, and
interim dividends are recorded as a liability on the date
of declaration by the Company''s Board of Directors.

(t) 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. Otherwise,
events after the Balance Sheet date of material size or
nature are only disclosed.

(u) Segment reporting

Operating segments are reported in a manner

consistent with the internal reporting provided to
the chief operating decision maker (CODM) of the
Company. The CODM is responsible for allocating
resources and assessing performance of the operating
segments of the Company.

Operating segments are reported in a manner

consistent with the internal reporting provided to the
chief operating decision maker. As per requirements
of Ind AS 108, ''Segment Reporting'', no disclosures
are required to be made since the Company''s activities
consists of a single business segment of internet based
delivery of services.

(v) Transfer pricing

In accordance with international transfer pricing
regulations of the Income Tax Act, 1961, the
Company is required to use certain specific methods
in computing arm''s length prices of international
transactions with associated enterprises and maintain
documentation in this respect. These regulations
require that such information and documentation be to
contemporaneous, including conducting a benchmark
study to determine whether any transactions with
associated enterprises undertaken are on an "arm''s
length basis". The Company is in the process of updating
its transfer pricing study for the Financial year ended
31 March 2023. Management is of the opinion that
the Company''s international transactions are at arm''s
length. Consequently, no adjustments, if any, that
may arise from this study are presently recorded in the
standalone financial statements.

(f) Nature and purpose of reserves
Capital reserve

The Company has transferred the net surplus arising from amalgamation in accordance with the terms of Scheme of
amalgamation.

General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant
to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies
Act 2013.

Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. Securities
premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of Section
52 of the Companies Act, 2013.

Debt instruments through Other Comprehensive Income:

The debt instruments are measured at fair value and the change is recognised through Other Comprehensive Income. Upon
derecognition, the cumulative fair value changes on the said instruments are reclassified to the Statement of Profit and Loss.

(a) Defined contribution plans

Eligible employees of the Company receive benefits under the provident fund which is a defined contribution plan wherein
both the employee and the Company make monthly contributions equal to a specific percentage of covered employees''
salary. These contributions are made to the fund administered and managed by the Government of India and the Company
has no further obligation beyond making its contribution. The Company''s monthly contributions are charged to the Statement
of Profit and Loss in the period in which they are incurred. An amount of ''17.07 Lacs (Previous Year: ''16.31 lacs) has been
recognised as expense in the statement of profit & loss during the year.

(b) Defined benefits plan

Gratuity is a post employment benefit and is a defined benefit plan. The gratuity plan is governed by the Payment of Gratuity Act,
1972 (''the Act''). The liability recognised in the balance sheet represents the present value of the defined benefit obligation at
the balance sheet date, together with adjustment for unrecognised actuarial gains or losses and past service cost. Independent
actuaries calculate the defined benefit obligation annually using the Projected Unit Credit Method. Actuarial gains and losses
are credited/ charged to the Statement of Other Comprehensive Income in the year in which such gains or losses arise.

Notes:

(*) The above table does note include deemed investments.

(**) The carrying amount of financial assets and financial liabilities measured at amortized cost are a reasonable approximation
of their fair values since the Company does not anticipate that the carrying amount would be significantly different
from the values that would be eventually received or settled. Management assessed that fair values of cash and cash
equivalents, other bank balances, bank deposits, loans to employees, trade receivables, trade payables and other financial
liabilities approximate their carrying amounts due to the short term maturities of these instruments. For long-term
borrowings at fixed/floating rates, management evaluates that their fair value will not be significantly different from the
carrying amount.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a stressed or liquidation sale.

(b) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the Statement of Profit and Loss 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 financial instruments.

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

Level 3: Unobservable inputs for the asset or liability

(c) Computation of fair values

Investments in mutual funds are investments made in varied tenure funds whose fair value is considered as the net asset value
(NAV) declared by their respective fund houses on a daily basis. NAV represents the price at which the fund house is willing to
issue further units in such fund/the price at which the fund house will redeem such units from the investors. Thus the declared
NAV is similar to fair market value for these mutual fund investments since transactions between the investor and fund houses
will be carried out at such prices.

The fair value of perpetual bonds is based on quoted prices and market-observable inputs.

30 FINANCIAL RISK MANAGEMENT

The Company''s business activities expose it to a variety of financial risks such as credit risks, liquidity risk and market risks. The
Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial
performance. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the
related impact in the financial statements.

(a) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit
risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The
Company continuously monitors defaults of customers and other counterparties and incorporates this information into its
credit risk controls. Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly
rated banks and diversifying bank deposits. Other financial assets measured at amortized cost includes security deposits. Credit
risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at
the same time internal control system in place ensure the amounts are within defined limits.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a
litigation decided against the Company. The Company continues to engage with parties whose balances are written off and
attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

i) Trade receivables

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade
and other receivables. The allowance account in respect of trade and other receivables is used to record impairment
losses unless the Company is satisfied that no recovery of the amount owing is possible. At that point, the financial asset
is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount
of the impaired financial asset.

As the Company does not hold any collateral, the maximum expense to credit risk for each class of financial instrument is
the carrying amount of that class of financial instrument presented on the statement of financial position. Impairment of
trade receivables is based on expected credit loss model (simplistic approach) depending upon the historical data, present
financial conditions of customers and anticipated regulatory changes. Company does not hold any collateral in respect of
such receivables.

ii) Financial instruments and cash deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and
diversifying bank deposits. Other financial assets measured at amortized cost includes security deposits. Credit risk related
to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the
same time internal control system in place ensure the amounts are within defined limits.

Credit risk exposure

The Company is exposed to a concentration of credit risk with respect to its trade receivable balances from its subsidiary
Company. At the reporting date, trade receivable balances from subsidiary Company represents Nil (31 March 2022 -
100%) of the total trade receivable balances, respectively.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with
financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to
sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and
long-term funding and liquidity management requirements. The Company''s exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities. It manages the liquidity risk by maintaining adequate funds in
cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient
cash to meet all its normal operating commitments in a timely and cost-effective manner.

(c) Market risk

Market risk is the risk of potential adverse change in the Company''s income and the value of Company net worth arising
from movement in foreign exchange rates, interest rates or other market prices. The Company recognises that the effective
management of market risk is essential to the maintenance of stable earnings and preservation of shareholder value. The
objective of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the overall returns.

(i) Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange
rates. Foreign currency risk arises when transactions are denominated in foreign currencies.

The Company operates locally in I NR and but is exposed to foreign exchange risk arising from foreign currency
transactions (IT enabled services), primarily with respect to the US Dollar. Foreign exchange risk arises from future
commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s
functional currency. The Company does not hedge its foreign exchange receivables. The Company''s foreign exchange
receivables is Nil as at 31 March 2023 and as at 31 March 2022 respectively.

(ii) Price risk

The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to
uncertainties about the future market values of these investments. The investments in mutual funds have been disclosed
in Note 6.

The Company is also exposed to the price risk for its investment in bonds and debentures. These being debt instruments,
the exposure to risk of changes in market rates is minimal. The details of such investments in bonds are given in Note 6.

The Company is mainly exposed to change in market rates of its investments in mutual funds recognised at FVTPL. A
sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as
at the reporting date is given below:

31 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to
the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to
continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, return capital to shareholders or issue new shares.

32 Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, during the
financial year, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

(b) Disclosure in relation to undisclosed income : The Company have not any such transaction which is not recorded in the books
of accounts that has been surrendered or disclosed as income during the period ending 31 March 2023 and also for the period
ending 31 March 2022 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).

(c) Relationship with Struck off Companies : The Company do not have any transactions with company''s struck off during the
period ending 31 March 2023 and also for the period ending 31 March 2022.

(d) Details of Benami Property held : The Company do not have any Benami property, where any proceeding has been initiated
or pending against the Company during the period ending 31 March 2023 and also for the period ending 31 March 2022 for
holding any Benami property.

(e) The company has not been declared wilful defaulter by any bank or financial institution or any government or any government
authority during the current year and previous financial year.

(f) Registration of charges or satisfaction with Registrar of Companies (ROC) : The Company do not have any charges or satisfaction
which is yet to be registered with ROC beyond the statutory period, during the period ending 31 March 2023 and also for the
period ending 31 March 2022.

(g) Details of Crypto Currency or Virtual Currency : The Company have not traded or invested in Crypto currency or Virtual
Currency during the period ending 31 March 2023 and also for the period ending 31 March 2022.

(h) Utilisation of Borrowed Fund & Share Premium :

(i) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b)
provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries during the year.

(ii) The Company have 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 like on behalf of the Ultimate Beneficiaries during the year.

36 The Previous period figures have been re-grouped/re-classified wherever necessary, to conform to current period''s classification.
As per our report of even date

For Singhi & Co. For and on behalf of the Board of Directors of

Chartered Accountants IntraSoft Technologies Limited

Firm Registration No. 302049E (CIN: L24133MH1996PLC197857)

Rahul Bothra Arvind Kajaria Sharad Kajaria Mohit Kumar Jha

Partner Managing Director Whole-time Director Chief Financial Officer

Membership No. 067330 (DIN: 00106901) (DIN: 00108036) (PAN: AFQPJ3755G)

Pranvesh Tripathi

Company Secretary

Place : Kolkata Place : Kolkata (PAN: ACWPT9367K)

Date : 29 May 2023 Date : 29 May 2023


Mar 31, 2018

27 LEASES

In accordance with Indian Accounting Standard 17 - Leases, the Company does not have any non - cancellable operating lease. Expenditure incurred on account of operating lease rentals during the year are recognized in the Statement of Profit and Loss amount to Rs, 49.70 lacs. (Previous Year Rs, 49.56 lacs)

28 RELATED PARTY DISCLOSURES

Information on related party transactions as required by Ind AS - 24 for the year ended 31 March 2018.

(a) List of related parties

(ii) Key management personnel

i Name of the related party Relationship j

Arvind Kajaria Managing Director

Sharad Kajaria Whole-time Director

Padma Kajaria Relative of Director

Mohit Kumar Jha Chief Financial Officer

Ashok Bhandari Director

Savita Agarwal Director

Anil Agrawal Director

Rupinder Singh Director

Pranvesh Tripathi Company Secretary

29 Segment REPORTING

(a) As per the requirements of IND-AS 108 " Segment Reporting", no disclosures are required to be made since the Company''s activities consist of a single business segment of internet based delivery of services.

(b) Other Information :

The Company does not have any revenue from external customers.

(c) The Company has entered into transaction with a single customer (related party), which amounts to 10% or more of the Company''s total revenue from operations. (Refer note 28) equivalents, other bank balances, bank deposits, loans to employees, trade receivables, trade payables and other financial liabilities approximate their carrying amounts due to the short term maturities of these instruments. For long-term borrowings at fixed/floating rates, management evaluates that their fair value will not be significantly different from the carrying amount.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a stressed or liquidation sale.

(b) Fair value hierarchy

Financial assets and financial liabilities measured at fair value in the Statement of Profit and Loss 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 financial instruments.

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

Level 3: Unobservable inputs for the asset or liability

The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 31 March 2018, 31 March 2017 and 1 April 2016:

(c) computation of fair values

I nvestments in mutual funds are short-term investments made in debt funds whose fair value is considered as the net asset value (NAV) declared by their respective fund houses on a daily basis. NAV represents the price at which the fund house is willing to issue further units in such fund/the price at which the fund house will redeem such units from the investors. Thus the declared NAV is similar to fair market value for these mutual fund investments since transactions between the investor and fund houses will be carried out at such prices.

The fair value of perpetual bonds is based on quoted prices and market-observable inputs.

31 financial risk management

The Company''s business activities expose it to a variety of financial risks such as credit risks, liquidity risk and market risks. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

(a) credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company''s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Other financial assets measured at amortized cost includes security deposits. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Based on business environment in which the Company operates, a default on a financial asset is considered when the counterparty fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

i) Trade receivables

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The allowance account in respect of trade and other receivables is used to record impairment losses unless the Company is satisfied that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

As the Company does not hold any collateral, the maximum expense to credit risk for each class of financial instrument is the carrying amount of that class of financial instrument presented on the statement of financial position. Impairment of trade receivables is based on expected credit loss model (simplistic approach) depending upon the historical data, present financial conditions of customers and anticipated regulatory changes. Company does not hold any collateral in respect of such receivables.

ii) Financial instruments and cash deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Other financial assets measured at amortized cost includes security deposits. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits. credit risk exposure

The Company is exposed to a concentration of credit risk with respect to its trade receivable balances from its subsidiary Company. At the reporting date, trade receivable balances from subsidiary Company represents 100% (31 March 2017

- 100%; 1 April 2016: 100%) of the total trade receivable balances, respectively.

The gross carrying amount of financial assets, net of any impairment losses recognized represents the maximum credit exposure. The maximum exposure to credit risk as at 31 March 2018, 31 March 2017 and 1 April 2016 was as follows:

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long-term funding and liquidity management requirements. The Company''s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.

Maturities of financial liabilities

The following table shows the remaining contractual maturities of financial liabilities at the reporting date. The amounts reported are on gross and undiscounted basis and includes contractual interest payments. Balances due within 12 months equal their carrying balances as the impact of discounting is insignificant.

(c) Market risk

Market risk is the risk of potential adverse change in the Company''s income and the value of Company net worth arising from movement in foreign exchange rates, interest rates or other market prices. The Company recognizes that the effective management of market risk is essential to the maintenance of stable earnings and preservation of shareholder value. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the overall returns.

(i) Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Foreign currency risk arises when transactions are denominated in foreign currencies.

The Company operates locally in INR and but is exposed to foreign exchange risk arising from foreign currency transactions (IT enabled services), primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the Company''s functional currency. The Company does not hedge its foreign exchange receivables.

(ii) price risk

The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertainties about the future market values of these investments. The investments in mutual funds have been disclosed in Note 6 (b).

The Company is also exposed to the price risk for its investment in bonds and debentures. These being debt instruments, the exposure to risk of changes in market rates is minimal. The details of such investments in bonds are given in Note 6

(a).

The Company is mainly exposed to change in market rates of its investments in mutual funds recognized at FVTPL. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

The Company has laid policies and guidelines which it adheres to in order to minimize pricing risk arising from investments in debt mutual funds.

32 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

Proposed Dividend

The Board of Directors at its meeting held on 28 May 2018 proposed a dividend of Rs, 2 per equity share (31 March 2017: Rs, 2), amounting to Rs, 355.20 lacs (31 March 2017: Rs, 354.58 lacs) including dividend distribution tax of Rs, 60.57 lacs (31 March 2017: Rs, 59.95 lacs). The proposed dividend by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

34 FIRST TIME ADOPTION OF IND AS

These are the Company''s first standalone financial statements prepared in accordance with Ind AS.

The accounting policies set out in Note 4 has been applied consistently in preparing the opening Ind AS Balance Sheet as on 1 April 2016 (the Company''s date of transition), the comparative information presented in these standalone financial

statements for the year ended 31 March 2017 and in preparing these standalone financial statements for the year ended 31 March 2018. In preparing its opening Ind As Balance Sheet, the Company has adjusted the amounts reported previously in standalone financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standard Rules), 2006 (as amended) and other relevant provisions of the Act (Indian GAAP). An explanation of how the transition from previous Indian GAAP to Ind AS has impacted the Company''s financial position, financial performance and cash flows is set out in the foot notes to first time adoption.

Ind AS 101 has set out certain mandatory exceptions and optional exemptions to be applied for transition from the existing Indian GAAP to Ind AS. The Company has adopted the following in preparing its opening Ind AS Balance Sheet.

(a) Ind AS optional exemptions

Indian Accounting Standard 101 First time adoption Indian Accounting Standards (Ind AS 101) allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

Deemed cost for property, plant and equipment

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Indian Accounting Standard 38 Intangible Assets (Ind AS 38). Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

(b) Ind AS mandatory exceptions Estimates

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.

classification and measurement of financial assets and liabilities

The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing at the date of transition.

Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable to assess elements of modified time value of money i.e. the use of effective interest method, fair value of financial asset at the date of transition shall be the new carrying amount of that asset. The measurement exemption applies for financial liabilities as well.

Applying a requirement is impracticable when the entity cannot apply it after making every reasonable effort to do so. It is impracticable to apply the changes retrospectively if:

(i) The effects of the retrospective application or retrospective restatement are not determinable;

(ii) The retrospective application or restatement requires assumptions about what management''s intent would have been in that period;

The retrospective application or retrospective restatement requires significant estimates of amounts and it is impossible to distinguish objectively information about those estimates that existed at that time.

De-recognition of financial assets and liabilities

I nd AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the derecognition requirements in Ind AS 109 retrospectively from a date of the entity''s choice, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

(c) Reconciliations between previous GAAP and Ind AS

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

(iii) Effect of Ind AS adoption on the Statement of cash flows for the year ended 31 March 2017

There were no material differences between the Statement of Cash Flows presented under Ind AS and the Previous GAAP.

(*) The Indian GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purposes of this note.

(iv) Foot notes to first time adoption:

1 Non-current investments

The Company has non-current investments in non-convertible debentures of SREI Infrastructure Bonds, which yields an annual interest of 10.20% on the face value, and shall be repaid as a lump-sum on its maturity during 2019-20. The Company has purchased such bonds at a discounted price, and hence, the same shall be amortized over the life of the debenture yielding interest on the basis of the effective interest rate (EIR). Under previous GAAP, non-current investments were measured at cost.

2 current investments

Mutual funds - Under Previous GAAP, the mutual funds are measured at cost or market value, whichever is lower. Under Ind AS, the Company has designated these investments at fair value through profit or loss (FVTPL). Accordingly, these investments are required to be measured at fair value. At the date of transition to Ind AS, difference between the fair value of the instruments and its Previous GAAP carrying amount has been recognized in retained earnings. Fair value changes are recognized in the Statement of Profit and Loss for the year ended 31 March 2017.

3 proposed dividend

Under Previous GAAP, proposed dividends and the related dividend distribution tax are recognized as a provision in the year to which they relate, irrespective of when they are declared. Under Ind AS, dividends and related dividend distribution tax are recognized as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company.

4 deferred taxes

Under Previous GAAP, deferred taxes were recognized for the tax effect of timing differences between accounting profit and taxable profit for the year using the income statement approach. Under Ind AS, deferred taxes are recognized using the balance sheet approach for future tax consequences of temporary differences between the carrying value of assets and liabilities and their respective tax bases. The above difference, together with the consequential tax impact of the other Ind AS transitional adjustments lead to temporary differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or through other comprehensive income.

5 defined benefit plans

(a) Actuarial gain/(loss) - Under Previous GAAP, the actuarial gain/(loss) of defined benefit plans has been recognized in Statement of Profit and Loss. Under Ind AS, the remeasurement gain/(loss) on net defined benefit plans is recognized in Other Comprehensive Income net of tax.

(b) Net interest cost on defined benefit plans

- Under Previous GAAP, the interest cost on defined benefit liability and expected return on plan assets is recognized as employee benefit expenses in the Statement of Profit and Loss. Under Ind AS, the Company has adopted the accounting policy to recognize the net interest cost on defined benefit plans as finance cost.

6 discounting of security deposits

Under Previous GAAP, the security deposits for leases are accounted at an undiscounted value. Under Ind AS, the security deposits for leases have been recognized at discounted value and the difference between undiscounted and discounted value has been recognized as ''Deferred lease rent'' which has been amortized over respective lease term

as rent expense under ''other expenses''. The discounted value of the security deposits is increased over the period of lease term by recognizing the notional interest income under ''other income''.

7 Tax impact on adjustments

Retained earnings and statement o

of profit and loss has been adjusted consequent to the Ind AS transition adjustments with corresponding impact to deferred tax, wherever applicable.

8 Other comprehensive income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income'' includes re-measurements of defined benefit plans, effective portion of gain or loss on cash flow hedging instruments, fair value gain or loss on FVOCI equity instruments and their corresponding income tax effects. The concept of other comprehensive income did not exist under previous GAAP.

9 MAT credit

Under Ind AS, MAT Credits are form of unused tax credits that are carried forward by the Company for a specified period of time. Accordingly, MAT Credits are clubbed with deferred tax asset (net) in the Balance Sheet of an entity. Correspondingly, MAT credit entitlement has been clubbed with deferred tax in the Statement of Profit and Loss.

10 Financial guarantee accounted for as deemed investments

The Company has provided a corporate guarantee to Citi Bank on behalf if it''s step-down subsidiary 123Stores Inc. amounting to INR 3,200 lacs, which has resulted in an interest rate reduction for the subsidiary company. The Company has recorded a "deemed investment" in accordance with IND AS 109, as the guarantee enabled its subsidiary to acquire the loan at a lower interest rates.

11 Accrued interest on financial assets

Accrued interest on loan given to body corporates has been clubbed with the loans under Ind AS. Same was appearing under other current assets in previous GAAP


Mar 31, 2017

1. Reconciliation of shares outstanding at the beginning and at the end of the year

There is no movement in the equity share capital during the current and comparative period.

2. Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value ofRs.10 per share. The Company declares and pays dividends in Indian Rupees. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

3. No additional shares were allotted as fully paid up by way of bonus shares or pursuant to contract without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

4. In the current financial year, the Board has proposed a dividend @ 20% i.e.Rs.2.00 per share amounting toRs.354.61 lacs including dividend tax ofRs.59.98 lacs. The proposed dividend by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Nature of security and terms of repayment for secured borrowings availed from banks and others

5. The rupee loan obtained has been repaid off during the year.

6. The foreign currency loan is in the nature of a senior secured committed revolving line of credit, obtained from Citi bank N.A., with a limit of USD 5 million The credit facility has been obtained at an interest rate of LIBOR plus 1.75% (LIBOR index being one month, floating daily) and has a maturity of twelve months from the closing date renewable annually. The credit facility is supported by a Stand by Letter of Credit Facility (SBLC), ofRs.3200 lac issued by Citi Bank, N.A., India branch. The credit facility has been availed for general corporate purposes, including meeting short term working capital needs. The short term credit facility in the form of revolving line of credit availed from Citi Bank, N.A., having maturity of

7. months from the closure date, is intended to be refinanced by a long term debt obligation from UPS Capital Corporation. Hence the same has been classified as long term debt.

8. Trade payables

There are no amounts that need to be disclosed in accordance with the Micro Small and Medium Enterprise Development Act, 2006 (the ''MSMED Act'') pertaining to micro or small enterprises. For the year ended 31 March 2017, no supplier has intimated the Company about its status as micro or small enterprises or its registration with the appropriate authority under MSMED Act.

9. Previous year''s amount have been regrouped/rearranged to confirm to the classification of the current year, wherever considered necessary.


Mar 31, 2016

1. Transfer Pricing

In accordance with international transfer pricing regulations of the IT Act, the Company is required to use certain specific methods in computing arm''s length prices of international transactions with associated enterprises and maintain adequate documentation in this respect. These regulations require that such information and documentation be to contemporaneous, including conducting a benchmarking study to determine whether any transactions with associated enterprises undertaken are on an "arm''s length basis". The Company is in the process of updating its transfer pricing study for the financial year ended 31 March 2016. Management is of the opinion that the Company''s international transactions are at arm''s length. Consequently, no adjustments, if any, that may arise from this study are presently recorded in the financial statements.

2. Previous year''s amount have been regrouped/rearranged to confirm to the classification of the current year, wherever considered necessary.


Mar 31, 2015

Note 1:

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

1. 2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. 3) Disclosure regarding shares issued otherwise than in cash in last 5 years are as follows :-

9455724 Equity Shares of Rs. 10/- each fully paid up as Bonus by way of capitalization of General Reserve & Securities Premium Account.

1. 4) The Company declares and pays dividends in Indian Rupees. In the current financial year 2014-15, the board has declared Interim Dividend @ 10% i.e. Rs. 1 per share amounting to Rs. 1,76,77,147 (NIL) including Dividend Tax of Rs. 29,45,469 (NIL) and recommended Final Dividend @ 10% i.e. Rs. 1 per share amounting to Rs. 1,77,30,753 (Rs. 1,72,35,327) including Dividend Tax of Rs. 29,99,075 (Rs. 25,03,649). The Final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

1.5) The Company had raised Rs. 5,365.00 lakhs through an IPO in March, 2010. The amount raised from the said IPO was fully utilised as per the objects of the Issue and amendments there of.

Note 2.

2. 1) Nature of security:

For Car Loan-Hypothecation of Motor Car For Loan Against Property- Charge created by way of mortgage of Land & Building

2.2) Repayment of Term Loan:

From Bank (Car Loan)- Rs. 4,54,784 (Rs. 11,58,517) by way of Equated Monthly Instalments (EMI).

From Others (Car Loan)-Rs. 53,194 (Rs. 3,11,482) by way of Equated Monthly Instalments (EMI).

From Others (Loan Against Property)-Rs. 2,07,29,153 (Rs. 2,25,55,262) by way of Equated Monthly Instalments (EMI).

2.3:

1) Advance Income Tax & TDS is net of Provisions of Rs. 9,17,41,736 (Rs. 8,09,47,888)

2) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs. 7,64,43,982 (Rs. 6,56,50,134) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note 3. Contingent Liabilities and Commitments

Particulars As at As at 31st March, 2015 31st March, 2014 Rs. Rs.

a Contingent Liabilities

1. Claims against the company not acknowledge as debt - -

2. Guarantees 1,25,000 1,25,000

3. Other money for which the company is contingently liable - -

b Commitments

1. Capital commitments 9,83,542 2,48,000

2. Uncalled liability on shares and other investments partly paid - -

3. Other commitment - -

Note 4. Segment Reporting

As per requirements of AS-17 of the Companies (Accounting Standard) Rules, 2006, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

Note 5. Disclosure of Related Party Transactions

a) Names of related parties and nature of relationship where control exists:

i) Key Managerial Personnel and their relatives

Mr. Arvind Kajaria Managing Director

Mr. Sharad Kajaria Whole Time Director

Mrs. Padma Kajaria Mother of the above

Mr. Rakesh Dhanuka Company Secretary

Mr. Mohit Kumar Jha Chief Financial Officer

ii) Subsidiary Company Names Country of Incorporation

Wholly owned Subsidiary 123Greetings.com, Inc USA

Wholly owned Subsidiary IntraSoft Ventures Pte. Singapore Ltd. (Formerly known as 123Greetings (Singapore) Pte Ltd)

Wholly owned Subsidiary One Two Three Greetings India (India) Pvt Ltd

Stepdown Subsidiary 123Stores, Inc USA

iii) Enterprise where KMP have significant IntraSoft Beneficiary Trust

Influence or control

Note 5. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.

Note 6. The Company has transactions with related parties. For the financial year ended March 31, 2014 the Company has obtained the Accountant's Report from a Chartered Accountant as required by the relevant provisions of the Income-tax Act, 1961 and has filed the same with the tax authorities . For the year ended March 31,2015, Management confirms that it maintains documents as prescribed by the Income Tax Act, 1961 to prove that these transactions are at arm's length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.


Mar 31, 2014

Notes 1:

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

2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

4) Disclosure regarding shares issued otherwise than in cash in last 5 years are as follows :-

94,55,724 Equity Shares of Rs. 10/- each fully paid up as Bonus by way of capitalization of General Reserve & Securities Premium Account.

5) The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the current Financial Year 2013-14, the Borad has proposed to pay Dividend amounting to Rs. 17,235,327 (Rs. 17,235,327) including Dividend Tax of Rs. 2,503,649 (Rs. 2,503,649) being Rs. 1 per share (10%) as Dividend.

6) The Company had raised Rs. 5365.00 lakhs through an IPO in March, 2010. The amount raised from the said IPO was fully utilised as per the objects of the Issue and amendments there of.

Note 2:

Loan from Barclays Bank Plc has been secured by Investment in Mutual Funds and Non Convertible Debentures shown under note 2.12.

Note 3:

1. Investment in Mutual Funds & Non Convertible Debentures are earmarked for Stand by Letter f Credit facility to be utilized by a subsidiary company and loan of Rs. NIL (Rs. 1,00,00,000) taken by the Company on which lien has been created.

2. The beneficial interest in the Trust amounting to Rs. 1,00,00,000 represents 17,50,000 Equity shares of IntraSoft Technologies Limited shown under ''Non- Current Investment'' in the Balance Sheet.

Notes 4:

1) Advance Income Tax & TDS is net of Provisions of Rs. 8,09,47,888 (Rs. 8,09,47,888)

2) Advance for FBT is net of Provisions of Rs. 8,56,426 (Rs. 8,56,426)

3) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs. 6,56,50,134 (Rs. 6,56,50,134) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note 5:

Management has reviewed the existing activities and based on technical assessment, the carrying amount of certain IT resources of the company amounting to Rs. 181,086,528/- has been written off during the FY as it is no longer usable due to changes in technology.

6. Contingent Liabilities and Commitments

a Contingent Liabilities

1 Claims against the company not acknowledge - - as debt

2 Guarantees 125,000 125,000

3 Other money for which the company is contingently - - liableb Commitments

1 Uncalled liability on shares and other - - investments partly paid

2 Other commitment - -

6. Segment Reporting

As per requirements of AS-17 of the Companies (Accounting Standard) Rules, 2006, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

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

8. The Company has transactions with related parties. For the financial year ended March 31, 2013 the Company has obtained the Accountant''s Report from a Chartered Accountant as required by the relevant provisions of the Income-tax Act, 1961 and has filed the same with the tax authorities. For the year ended March 31, 2014, Management confirms that it maintains documents as prescribed by the Income Tax Act, 1961 to prove that these transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.


Mar 31, 2013

Notes to 1.1 :

1) Advance Income Tax & TDS is net of Provisions of Rs. 80,947,888 (Rs. 78,814,157)

2) Advance for FBT is net of Provisions of Rs. 856,426 (Rs. 856,426)

3) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs. 65,650,134 (Rs. 62,647,941) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note to 1.2

1. Salaries and Wages includes Gratuity Rs. 849,007 ( Rs. 557,956).

2. Employee Beneft includes Managerial Remuneration Rs. 4,500,000 (Rs. 4,500,000). Out of which Remuneration paid to Managing Director Rs. 2,400,000 during the year is subject to approval of the share holders.

Note to 1.3

Management has reviewed the existing activities and based on technical assessment, the carrying amount of certain Intangible Assets (Software) amounting to Rs. 149,886,816/- has been written off during the year as it is no longer usable due to changes in technology.

1.4 Contingent Liabilities and Commitments

a Contingent Liabilities

1 Claims against the company not acknowledge as debt - -

2 Guarantees 125,000 125,000

3 Other money for which the company is contingently liable - - b Commitments

1 Uncalled liability on shares and other investments partly paid - -

2 Other commitment - -

2.31 Disclosure as per AS-15" Employees Benefts"

The followings tables set out the funded status and amount recognised in the companies'' fnancial statement as at 31st March,2013 for the defned beneft plans:

1.5 The Company has been approved as STP unit under the scheme of The Government of India.

1.6 Previous year''s fgures have been regrouped / reclassifed wherever necessary to correspond with the current year''s classifcation/disclosure.


Mar 31, 2012

Notes to 1.1:

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

2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

5) Disclosure regarding shares issued otherwise than in cash in last 5 years are as follows :-

i) i) 319,149 Equity Shares of par value of Rs. 10/- each fully paid up have been allotted to shareholders of One Two Three India.Com Ltd pursuant to Scheme of Amalgamation.

ii) 9,455,724 Equity Shares of Rs. 10/- each fully paid up as Bonus by way of capitalization of General Reserve & Securities Premium Account.

6) The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the current Financial Year 2011-2012, the Board has proposed to pay amounting to Rs. 17,121,525 including Dividend Tax of Rs. 2,389,847, being Rs. 1 per share (10%), as Dividend.

7) The position of IPO proceeds and utilization there of vis-a-vis the 'Objects of issue' as amended and approved by shareholders at AGM held on September 29,2011 upto March 31,2012 is as follows:

a) Fund raised through IPO Rs. 5365.00 Lacs b) IPO Expenses Rs. 524.04 Lacs c) Net proceeds through IPO Rs. 4840.96 Lacs d) Utilisation as per Objects of issue and amendments thereof: Rs. 4103.96 Lacs e) Balance fund unutilized Rs. 737.00 Lacs.

The unutilized funds were invested in NCDs and balance in current account with bank.

Note to 1.2:

The Company has not received information from its vendors / service providers regarding their status under Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosures' relating to their outstanding amount and interest has not been made.

* There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31st March 2012

1) The company has taken loan from Barclays Investments & Loans (India) Ltd. of Rs. Nil ( Rs. 60,000,000/-) against Hypothecation of Non Convertible Debentures of Rs. Nil ( Rs. 100,000,000/-)

2) Investment with Mutual Fund & Non Convertible Debentures (except SBI Debt Fund ,Series-18 Months-9 Growth 1,000,000 units, ICICI Prudential FMP Series 58- 2 years Plan C 3,000,000 units,ICICI Prudential FMP Series 60-27Month Plan I - Growth 1,000,000 units, ICICI Prudential FMP Series 58- 2 years Plan D 2,000,000 units,Reliance Fixed Horizon Fund - XIX- Series21- Growth Plan 3,000,000 units, ICICI Prudential FMP Series 57-3 year- Plan C 2,000,000 units, Kotak Mahindra MF FMP Series 58 Growth 2,000,000 units and Non Convertiable Debenture Bonds of Amtex Auto Ltd. 30 nos, Magma Fincorp Ltd. 32 nos, Shriram Transport Finance Company Limited 50 nos, Srei Infrastructure Finance Limited 50 nos and Jaiprakash Associates Ltd 50 nos.) are earmarked for Stand By Letter of Credit facility to be utilized by a subsidiary company on which lien has been created.

3) The Company has invested in 1,750,000 Equity Shares of Rs. 10/- each of IntraSoft Technologies Limited held in Trust in terms of the Scheme of Amalgamation.

Notes to 1.3:

1) Advance Income Tax & TDS is net of Provisions of Rs. 78,814,157 (Rs. 47,896,670)

2) Advance for FBT is net of Provisions of Rs. 856,426 (Rs. 856,426)

3) Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act, 1961 Rs. 62,647,941 (Rs. 41,663,872) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

Note to 1.4

1) Salaries and Wages includes Gratuity Rs. 557,956 ( Rs. 555,487).

2) Employee Benefit includes Managerial Remuneration Rs. 4,500,000 ( Rs. 4,500,000).

As at As at 31st March 2012 31st March 2011 Rs. Rs.

1.5 Contingent liabilities and Commitments

a Contingent Liabilities

1 Claims against the company not acknowledge as debt

2 Guarantees 125,000 125,000

3 Other money for which the company is contingently liable - -

b Commitments

1 Uncalled Liability on shares & other investments partly paid - -

2 Other commitment - -

1.6 Segment Reporting

As per requirements of AS-17 of the Companies (Accounting Standard) Rules, 2006, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

1.7 The Company has been approved as STP unit under the scheme of The Government of India.

1.8 The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.


Mar 31, 2010

31st March, 31st March, 2010 2009 Rupees Rupees

1. Contingent Liabilities not provided for in respect of outstanding Bank Guarantee 2,625,000 125,000

The company has not recognised deferred tax asset in respect of brought forward unabsorbed losses of the amalgamated company eligible for adjustment under Income Tax Act against the taxable Income of the company in future as there is no virtual certainty with supporting evidences of realization of the same.

2. Related Party Transactions

a) Names of related parties and nature of relationship where control exists:

3. Fixed Deposit with Bank includes Rs.80,000,000/- (Previous Year Rs. 10,000,000/-) earmarked for overdraft facility taken by the company and Rs 10,000,000/-(Previous Year Rs.10,000,000/-) earmarked for overdraft facility to be utilized by a subsidiary company on which lien has been created.

4. Minimum Alternative Tax (MAT) credit available to the company as per provision of section 115JAA of the Income Tax Act ,1961 Rs.30,464,939/- (Previous Year Rs 15,031,411/-) has been recognised as MAT Credit Entitlement and carried forward for set off in future years.

5. The Company has been approved as STP unit under the scheme of The Government of India.

6.The Company has not received information from vendors regarding their status under the Macro, Small & Medium Enterprises Development Act,2006 and hence disclosures relating to their outstanding amount and interest has not been made.

7.Other Income represents interest received from bank on Fixed Deposit( Gross) Rs 16,983,188/- (Previous Year Rs 15,023,908/-) TDS Rs 2,743,076/- (Previous Year Rs 3,156,384/-) and Exchange Gain Rs NIL (Previous Year Rs..46,08,399/-)

8.As per requirements of AS-17 issued by the Institute of Chartered Accountants of India, no disclosure is required as the Company is operating in single business/geographical segment of Internet based delivery of services.

9. During the year, the company has :-

a) Converted 255,805 1.5% Compulsorily Convertible Cumulative Participating Preference Shares by issue of 255,805 Equity Shares of Rs 10/- each at a premium of Rs 757/- per share.

b) Issued 9,455,724 Equity Shares as Bonus shares to the existing shareholders in the ratio 6:1 by capitalization of Share Premium Account.

10.The Company had filed a Prospectus with the Registrar of Companies, Mumbai on March 30, 2010 in respect of Public Offer of 37,00,000 Equity Shares of Rs 10/- each for cash at a price of Rs 145/- per Equity Share aggregating Rs 53,65,00,000/-. The offer opened on March 23, 2010 and closed on March 26, 2010. The allotment for the same has been approved by the Board of Directors at their meeting held on April 07, 2010. After allotment, the paid up capital of the company will increase to 14,731,678 Equity Shares of Rs 10/- each fully paid up.

11.Figures for the previous year are re-grouped / re-arranged wherever considered necessary to confirm to current years presentation.

Signatures on Schedules 1 tol4 are forming part of the Consolidated Accounts As per our Report of even date annexed herewith

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