Notes to Accounts of Megri Soft Ltd.

Mar 31, 2025

2.8. Provisions

2.8.1. Provisions are recognised when the Company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and the
amount can be reliably estimated. Provisions are not recognised for future
operating losses.

2.8.2. Where there are a number of similar obligations, the likelihood that an outflow will
be required in settlement is determined by considering the class of obligations as a
whole. A provision is recognised even if the likelihood of an outflow with respect to
any one item included in the same class of obligations may be small.

2.8.3. If the effect of the time value of money is material, provisions are measured at the
present value of management''s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that reflects the risks specific to the
liability. The increase in the provision due to the passage of time is recognized as a
financial cost

2.8.4. The company has adopted the following accounting policy for making provisions in
respect of income-tax cases under appeal: “In respect of disputed income-tax
demand, where the company is in appeal, provision for tax is made when the
matter is finally decided.”

2.9. Trade and other payables

These amounts represent liabilities for goods and services provided prior to the end of
the financial year which are unpaid. The amounts are unsecured and are usually paid
within 30 days of recognition. Trade and other payables are presented as current liabilities
unless payment is not due within 12 months after the reporting period. They are

recognised initially at their fair value and subsequently measured at amortised cost using
the effective interest method.

2.10. Earnings Per Share (EPS)

2.10.1. Basic earnings per share are calculated by dividing.

2.10.1.1. The profit for the year attributable to equity holders of the Company by the
weighted average number of equity shares outstanding during the financial
year, adjusted for bonus elements in equity shares issued during the year

2.10.2. Diluted earnings per share

2.10.2.1. Diluted earnings per share adjust the figures used in the determination of
basic earnings per share to take into account - the weighted average
number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential instruments into equity
shares.

2.11. Employee Retirement Benefits

2.11.1. Short term employee benefits - All employee benefits payable/available within
twelve months of rendering the service are classified as short term employee
benefits. Benefits such as salaries, wages and bonuses etc., are recognised in the
statement of profit and loss in the period in which the employee renders the
related service.

2.11.2. Post-employment benefits

Defined contribution plans - Retirement benefits in the form of a provident fund
is a defined contribution scheme. The company has no obligation, other than the
contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service
entitling them to the contributions.

Defined benefit plans - Gratuity

The company has an obligation towards gratuity, a defined benefit retirement plan
covering eligible employees. The Gratuity payment plan provides for a lump sum
payment to the vested employees at retirement, death, incapacitation while in
employment or on termination of employment of an amount based on the
respective employee''s salary and tenure of employment. Vesting occurs upon the
completion of five years of service.

Liabilities with regard to the Gratuity Plan are determined by actuarial valuation,
performed by an independent actuary, at each balance sheet date using the
projected unit credit method. Re-measurements comprising of actuarial gains and
losses are recognised in other comprehensive income which are not reclassified to
profit or loss in the subsequent periods

2.11.3. Bonus Plans - The Company recognises a liability and an expense for bonuses.
The Company recognises a provision where contractually obliged or where there is
a past practice that has created a constructive obligation.

2.11.4. Long - term employee benefits -Leave Encashment The liability of accumulating
compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date Using the projected unit credit
method.

2.12. Segment Reporting

The Company has primarily one business segment: IT/ITES service, and accordingly, there
is no separate reportable segment as per Ind AS-108 '' Operating Segments’ specified
under section 133 of the Companies Act, 2013.

2.13. Cash and Cash equivalents

Cash and cash equivalent in the balance sheet comprise cash on hand, the amount at banks
and other short-term deposits with an original maturity of three months or less that are
readily convertible to a known amount of cash and, which are subject to an insignificant
risk of changes in value.

2.14. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity. Financial assets and financial
liabilities are recognised when a Company becomes a party to the contractual provisions
of the instruments.

2.14.1. Initial Recognition and measurement - On initial recognition, all the financial
assets and liabilities are recognized at its fair value plus or minus transaction costs
that are directly attributable to the acquisition or issue of the financial asset or
financial liability except financial asset or financial liability measured at fair value
through profit or loss (“FVTPL”). Transaction costs of financial assets and liabilities
carried at fair value through the Profit and Loss are immediately recognized in the
Statement of Profit and Loss.

2.14.2. Subsequent measurement

2.14.2.1. Financial assets carried at amortised cost - A financial asset is
subsequently measured at amortised cost if it is held within a business
model whose objective is to hold the asset in order to collect contractual
cash flows and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.

2.14.2.2. Financial assets at fair value through other comprehensive income
(FVTOCI) - A financial asset is subsequently measured at fair value
through other comprehensive income if it is held within a business model
whose objective is achieved by both collecting contractual cash flows and
selling financial assets and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.

2.14.2.3. Financial assets at fair value through profit or loss (FVTPL) - A

financial asset is measured at fair value through profit and loss unless it is
measured at amortized cost or at fair value through other comprehensive
income.

2.14.2.4. Investments in subsidiaries - The Company has adopted to measure
investments in subsidiaries at a cost in accordance with Ind AS 27 and the
carrying amount as per previous GAAP at the date of transition has been
considered as deemed cost in accordance with Ind AS 101.

2.14.2.5. Financial Liabilities - Financial liabilities are classified, at initial
recognition, as loans and borrowings, payables, as appropriate. The
Company’s financial liabilities include trade and other payables. For trade
and other payables maturing within one year from the balance sheet date,
the carrying amounts approximate fair value due to short term maturity of
these instruments.

2.14.3. Derecognition of financial instruments - A financial asset is derecognized when
the contractual rights to the cash flows from the financial asset expire or it
transfers the financial asset and the transfer qualifies for derecognition under Ind
AS 109. A financial liability is derecognized when the obligation specified in the
contract is discharged or cancelled or expired.

2.14.4. Fair value measurement of financial instruments - The fair value of financial
instruments is determined using the valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of
unobservable inputs. Based on the three level fair value hierarchy, the methods
used to determine the fair value of financial assets and liabilities include quoted
market price, discounted cash flow analysis and valuation certified by the external
valuer. In case of financial instruments where the carrying amount approximates
fair value due to the short maturity of those instruments, carrying amount is
considered as fair value.

2.15. Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or
constructive) as a result of a past event, and it is probable that an outflow of resources can
be reliably estimated, will be required to settle such an obligation. If the effect of the time
value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects
current market assessments of the time value of money and, where appropriate, the risks
specific to the liability. Provisions are reviewed at each reporting date and are adjusted to
reflect the current best estimate. A present obligation that arises from past events where it
is either not probable that an outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent
liabilities are also disclosed when there is a possible obligation arising from past events,
the existence of which will be confirmed only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within the control of the Company. Contingent
assets are not recognised in financial statements since this may result in the recognition of
income that may never be realised. However, when the realisation of income is virtually
certain, then the related asset is not a contingent asset and is recognised.

Current Assets, Loans & Advances:

In the opinion of the Board, current assets, loans and advances have a value at least equal to the amount
shown in the balance sheet, if realized in the ordinary course of the business. The provisions for all known
liabilities are made and not in excess of the amount considered reasonably necessary.

Note 22

Impairment

In the view of management, no impairment conditions existed on 31st March 2025. Hence, no provision is
required in the accounts for the year under review.

Note 23

Auditor''s Remuneration

Statutory Auditors'' remuneration for the financial year 2024-25 is Rs 60 thousand, excluding GST
(Previous Year Rs. 60 thousand)

Note 24

Foreign Exchange Earnings

The particulars regarding foreign exchange earnings during the year are Rs. 20126 Thousand only
(Previous year Rs. 18743 Thousand) and expenditure in foreign currency is Rs. 600 Thousand only
(Previous year 589 Thousand).

Note 25

Contingent Liabilities and Litigations

In view of accounting policies, Contingent Liability is not provided for a Disputed Income Tax Demand
against which the company has gone into appeal, in view of the facts of the cases/opinions obtained, Rs.
15732 Thousand .

Employee Benefits

A. Defined Contribution Plans - The Company has a defined contribution plan in respect of provident
fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic
salary as per regulations. The contributions are made to a registered provident fund administered
by the Government. The obligation of the company is limited to the amount contributed, and it has
no further contractual nor any constructive obligation.

During the year, the Company has recognised the following amounts towards the defined
contribution plan in the Statement of Profit and Loss -

B. Other long-term benefits—The leave obligations cover the Company’s liability for earned leave.
However, based on past experience, the Company does not expect all employees to take the full
amount of accrued leave or require payment within the next twelve months.

C. Defined Benefit Plans - Contribution to Gratuity Funds - The Company provides for gratuity for
employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous
service for a period of 5 years are eligible for gratuity. The company does not have any employees
who are in continuous service for a period of 5 years Hence, The Company doesn''t operate a
defined benefit gratuity plan, which requires contributions to be made to the recognised fund.

Note 28

Foreign Travelling Expenses

Rs. 385 Thousand was incurred on foreign travelling during the financial year under review as compared
to Rs. 400 Thousand during the preceding financial year. The entire amount was incurred on foreign
travelling expenses of the director.

The company has completed the main construction of its IT plot located at I-46, Sector-83 Alpha, I.T. City,
SAS Nagar, Punjab - 160055. However, some miscellaneous construction activities are still ongoing. As of
the reporting date, the capital work in progress amounts to 8,387 thousand (Previous year: 6,696
thousand). Since construction is not fully completed, this amount is reflected under ''Capital Work in
Progress'' in the Fixed Assets Schedule (Note 3).

Note 30

Related Party Disclosures:

In accordance with the requirements of IND AS 24, on related party disclosures, name of the related party,
related party relationship, transactions and outstanding balances, including commitments where control
exits and with whom transactions have taken place during the reporting period, are:

Investment in equity shares of Basel Investments Limited as on 31.3.2024, Rs. 3800 thousand and as on
31.3.2025, Rs. 9988 thousand.

Note 31

Salary and wages include director remuneration 397 thousand ( Previous Year 470 thousand) and sitting
fee 115 thousand ( Previous Year 74 thousand)

Note 32

The Company owns plot no. G1/34, measuring 400.06 sq meter, at DLF Velly Panchkula, Haryana, which is
allotted in its name. The title deed of the plot in favour of the company has yet to be registered.

Note 33

The company filed a case against Godrej Estate Developers Pvt Ltd on 31/07/2020 in State Consumer
Dispute Redressal Commission, U.T. Chandigarh, regarding the refund of the full money of Rs 13842
thousand along with interest paid for the purchase of a commercial space Unit No. W-3D, 3rd Floor of
Tower No. Plot No. 70, Industrial Area, Phase 1, Chandigarh on 18th April 2022. The court ordered Godrej
Estate Developers Pvt Ltd to refund the entire amount to the company along with interest of @12% p.a.
and the Cost of litigation of Rs. 50 thousand. The estimated interest will be approximately Rs 16600
thousand, and the final interest has yet to be determined by the court. Godrej Estate Developers Pvt Ltd
filed an appeal against the order pending at the National Consumer Disputes Redressal Commission, New
Delhi.

Note 34

The company has no transactions with companies struck off under section 248 of the Companies Act,
2013 or section 560 of the Companies Act, 1956.

Previous Year Figures Regrouping/Reclassification

Previous year figures have been regrouped/reclassified to conform to the current year classification.
As per the report of the event date attached.

For and on the behalf of Board of Directors

For Narinder Kumar And Company ... ...... „ . ....

^r J Mohnesh Kohli Rajnesh Sharma

^{Chartered Accountan}ts (Director) (Director & CFO)

ICAI Firm Registration Number: 030737N DIN: 01784617 DIN: 02528435

Narinder Kumar Garg
Partner

Membership Number: 080287 S_al_oni G_arg

Place of Signature: Chandigarh Company Secretary &

Date: 19th May, 2025 Compliance Officer

ICAI UDIN: M. No: ACS A33867

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Mar 31, 2024

2.16. Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources, can be reliably estimated, will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate. A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non -occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

Current Assets, Loans & Advances:

In the opinion of the Board, current assets, loans and advances have a value at least equal to the amount shown in the balance sheet, if realized in the ordinary course of the business. The provisions for all known liabilities are made and not in excess of the amount considered reasonably necessary.

Note 22

Impairment

In the view of management, no impairment conditions existed on 31st March 2024. Hence, no provision is required in the accounts for the year under review.

Note 23

Auditor''s Remuneration

Auditors'' remuneration for the financial year 2023-24 is Rs 60 thousand Excluding GST (Previous Year Rs. 60 thousand)

Note 24

Foreign Exchange Earnings

The particulars regarding foreign exchange earnings during the year are Rs. 18743 Thousand only (Previous year Rs. 18979 Thousand) and expenditure in foreign currency is Rs. 589 Thousand only (Previous year 528 Thousand).

Note 25

Contingent Liabilities and Litigations

In view of accounting policies. Contingent Liability is not provided for Disputed Income Tax Demand against which the company has gone into appeal in view of facts of the cases/ opinion obtained Rs. 21271 Thousand.

Employee Benefits

A. Defined Contribution Plans - The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to a registered provident fund administered by the Government. The obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation.

During the year, the Company has recognised the following amounts towards the defined contribution plan in the Statement of Profit and Loss -

B. Other Long term benefits - The leave obligations cover the Company''s liability for earned leave.. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next twelve months.

C. Defined Benefit Plans - Contribution to Gratuity Funds - The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The company does not have any employees who are in continuous service for a period of 5 years Hence The Company doesn''t operate a defined benefit gratuity plan, which requires contributions to be made to the recognised fund.

Note 28

Foreign Travelling Expenses

Rs. 400 Thousand was incurred on foreign travelling during the financial year under review as compared to Rs. 487 Thousand during the preceding financial year. The entire amount was incurred on foreign travelling expenses of the director.

Up to the year ended March 31, 2024, the company has completed the construction of an IT plot at 1-46, Sector-83 Alpha, I.T. City, SAS Nagar, Punjab,160055. The work in progress amount of 48371 thousand capitalized during the year to building, office equipment. Furniture & fixtures, and computers. The present work in progress is 6696 thousand [Previous year: 44285 Thousand) yet to be completed. Since construction is in progress and the amount shown under head Capital work in progress in the Schedule of Fixed Assets (Notes 3).

Note 30

Related Party Disclosures:

In accordance with the requirements of IND AS 24, on related party disclosures, name of the related party, related party relationship, transactions and outstanding balances, including commitments where control exits and with whom transactions have taken place during the reporting period, are:

The Industrial plot allotment by GMADA at I.T. City, SAS Nagar Punjab at Lease and freehold basis and allotment and its possession is in the name of the Company. The Company has already paid the full amount of 32405 thousand. The company has already made an application for the freehold of the plot with GMADA. The Company owns a plot no. Gl/34 measuring 400.06 sq meter at DLF Velly Panchkula Haryana. The title deed of the plot in favour of the company is yet to be registered.

Note 33

The company filed a case against Godrej Estate Developers Pvt Ltd on 31/07/2020 in State Consumer Dispute Redressal Commission, U.T. Chandigarh regarding the refund of full money of Rs 13842 thousand along with interest paid for the purchase of a commercial space Unit No. W-3D, 3rd Floor of Tower No. Plot No. 70, Industrial Area, Phase 1, Chandigarh. On 18th April 2022, The court ordered Godrej Estate Developers Pvt Ltd to refund the entire amount to the company along with interest of @12% p.a. and the Cost of litigation of Rs. 50 thousand. Estimated Interest will be approximately Rs 16600 thousand and Final interest is yet to be determined by the court. Godrej Estate Developers Pvt Ltd filed an appeal against the order, pending at the National Consumer Disputes Redressal Commission New Delhi.

Note 34

The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956,.

Note 35

Previous Year Figures Regrouping/Reclassification

Previous year figures have been regrouped/reclassified to conform to the current year classification.

As per the report of the event date attached.

For and on the behalf of Board of Directors

For Sanjay Arora & Associates „„ , , ».

* ³ MohneshKohli Rajnesh Sharma

Chartered Accountants (Director) (Director & CFO)

ICAI Firm Registration Number: 008445N DIN: 01784617 DIN: 02528435

Neelkant Gargya

Partner Manju Bala

Membership Number: 093624 Company Secretaiy &

Place of Signature: Chandigarh Compliance Officer

Date: 24th May 2024 M.No: ACS 67831

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Mar 31, 2015

1.COMPANY OVERVIEW:

Megri Soft Limited is a public and profitable company and is among leading information technology consulting, services and Web Solutions organization that envisioned and pioneered the adoption of the flexible global business practices that today enable companies to operate more efficiently and produce more value. Megri Soft achieved this by creating and perfecting the global expertise and delivering high quality, high value services and products in IT consulting and Web Development which have helped reshape business and deliver competitive advantage. Most of Megri Soft's customers reward the company's reliability, passion, creativity and unique ability to handle the broadest range of their Web Services needs by continually extending and deepening their partnerships with Megrisoft.

The Company is a public Limited Company Incorporated and domiciled in India and has its registered office at Chandigarh, India. The company has its primary listing on BSE Limited.

2. Terms/Rights attached to equiy shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pay dividend in Indian rupees. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company in proportion to their shareholding.

Note 3

Current Assets, Loans & Advances:

In the opinion of the Board, current assets, loan and advances have a value at least equal to the amount shown in the balance sheet, if realized in the ordinary course of the business. The provisions for all known liabilities are made and not in excess of the amount considered reasonably necessary.

Note 4 Impairment

In the view of management no impairment conditions existed on 31st March, 2015, Hence, no provision is required in the accounts for the year under review.

Note 5 Sitting Fees:

No Sitting Fees has been paid to non-executive directors during the period under review.

Note 6

Contingent Liabilities

There are no contingent liabilities as on the date of financial statements so no disclosures are required.

Note 7

Foreign Exchange Earnings

The particulars regarding foreign exchange earnings during the year of Rs. 334.88 Lacs only (Previous Year Rs. 423.48 Lacs) and expenditure in foreign currency is Rs. 49.28 Lacs only (Previous year 44.85 Lacs).

Note 8

Foreign Travelling Expenses

Rs. 6.88 Lacs was incurred on foreign traveling during the financial year under review as compared to Rs. 7.79 Lacs during the preceding financial year. Out of 6.88 Lacs 3.79 lacs was incurred on foreign travelling expenses of director.

Note 9

Auditor's Remuneration

Auditors remuneration for the financial year 2014-15 is Rs.30000 (Previous Year Rs. 30000)

Note 10

Related Party Disclosures: March 31, 2015

A) Names of related parties and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18 specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and where control exists for the year ended March 31, 2015:

Sr.No. Name of Related Party Relationship

1. Mr. Mohnesh Kohli Promoter Director & Person having significant influence

2. Ms. Neena Kohli

3. Ms. Aprajita Kohli (Director)

Relative of person having significant influence

4. Mr. Mahesh Kohli

5. Mr. Austin Kohli

6. Mr. M.L. Kohli

7. Mr.. Rajnesh Sharma Key Managerial Personnel

8. MS. Shaveta Sharma Relative of Key Managerial Personnel

Note 11

Previous Year Figures Regrouping/Reclassification

Previous year figures have been regrouped/reclassified to conform to the current year classification.