Notes to Accounts of RPSG Ventures Ltd.

Mar 31, 2025

e. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10/- per share fully paid up. Holders of equity shares are entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the sale proceeds from remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.

f For the period of five years immediately preceding 31st March, 2025, no shares were allotted as fully paid up pursuant to any contract without consideration being received in cash or allotted as fully paid up by way of bonus shares or bought back.

Nature and Purpose of Reserves Capital Reserve:

Capital Reserve represents the difference between assets and liabilities acquired pursuant to the scheme of restructuring, reduced by shares issued as per the scheme.

Retained Earnings:

Retained Earnings represents profit earned by the Company, net of appropriation, if any.

Security Premium:

Security Premium represents the amount received in excess of face value of the Equity Shares/Compulsorily Convertible Preference Shares. This reserve will be utilised in accordance with the specific provisions of the Companies Act, 2013.

Fair Value Gain on Investment through Other Comprehensive Income:

The Company has elected to recognise changes in the fair value of certain investments in equity/other securities in other comprehensive income. These changes are accumulated within the Equity/other instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity/other securities are derecognised.

b. Nature of Security:

Term loan amounting to '' 89.32 Crore (31st March, 2024: '' 99 Crore) is secured by way of second Pari Passu charge on entire movable assets, current assets, receivables and loans & advances of the Company, both present and future.

Term loan amounting to '' 141.09 Crore (31st March, 2024: NIL) is secured by way of first charge on the investments in the securities of certain subsidiaries of the Company.

Term loan amounting to '' 49.68 Crore (31st March, 2024: NIL) is secured by way of second Pari Passu charge on entire movable assets, current assets, receivables and loans & Advances of the Company, both present and future and first Pari Passu charge on investments in the securities of certain subsidiaries of the Company.

The term loan from bank amounting to '' NIL (31st March, 2024: '' 42.42 Crore) is secured by way of first charge on the escrow account of dividend income (both present and future) and on all movable fixed assets and current assets of the Company (both present and future), except those pertaining to IT services business.

c. Other Disclosure:

1) Term loan amounting to '' 89.32 Crore (31st March, 2024: '' 99 Crore) is repayable in 24 structured quarterly instalments starting from June, 2024. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-10.45%) Spread.

2) Term loan amounting to '' 141.09 Crore (31st March, 2024: NIL) is repayable in 24 structured quarterly instalments starting from December, 2024. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-10.45%) Spread.

3) Term loan amounting to '' 49.68 Crore (31st March, 2024: NIL) is repayable in 24 unequal quarterly instalments starting from June, 2025. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-6.25%) Spread.

4) The term loan from bank amounting to '' NIL (31st March, 2024: '' 42.42 Crore) was repayable in 4 equal half yearly instalments starting from April, 2023. The rate of interest charged by the bank is MCLR plus 1.5% Spread.

5) The company has not defaulted in the repayment of borrowings during the current year and the previous year. Further the company has complied with all applicable covenants for the year ended 31st March, 2025 and for the year ended 31st March, 2024.

(i) Defined contribution plans

The Company makes contributions for provident fund and family pension schemes (including for superannuation) towards retirement benefit plans for eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employees’ salaries to fund the benefits. The fund has the form of trust and is governed by the Board of Trustees. During the period, based on applicable rates, the Company has contributed '' 2.82 Crore (for the year ended 31st March, 2024: '' 2.24 Crore) on this account in the Statement of Profit and Loss.

Liabilities at the period end for gratuity, leave encashment and other retiral benefits including post-retirement medical benefits have been determined on the basis of actuarial valuation carried out by an independent actuary, based on the method prescribed in IND AS 19 - "Employee Benefits" of the Companies (Indian Accounting Standards) Rules, 2015.

(ii) Defined benefit plans

No additional liability has been recognised as interest rate distributed by PF trust during the year for FY 2023-24 is not lower than the statutory rate announced by Employee Provident Fund Organization.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

vii) Risk exposure

The Plans in India typically expose the Company to some risks, the most significant of which are detailed below:

Discount Rate Risk: Decrease in discount rate will increase the value of the liability.

Demographic Risk: In the valuation of the liability certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the scheme cost.

Regulatory Risk: New Act/Regulations may come up in future which could increase the liability significantly in case of Leave obligation, PRMB & Pension. Gratuity Benefit must comply with the requirements of the Payment of Gratuity Act, 1972 (as amended up-to-date). Also in case of interest rate guarantee Exempt Provident Fund must comply with the requirements of the Employees Provident Funds and Miscellaneous Provisions Act 1952 as amended up-to-date.

Future Salary Increase Risk: In case of gratuity & leave the scheme cost is sensitive to the assumed future salary escalation rates for all final salary defined benefit Schemes. If actual future salary escalations are higher than that assumed in the valuation actual Scheme cost and hence the value of the liability will be higher than that estimated. But PRMB & pension are not dependent on future salary levels.

Pay-as-you-go Risk: For unfunded schemes financial planning could be difficult as benefits payable will directly affect the revenue and this could be fluctuating. There may be an opportunity cost of better investment returns affecting adversely the cost of scheme.

Liquidity Risk: The risk arises from the short term asset and liability cash-flow mismatch thereby causing the company being unable to pay the benefits as they fall due in the short term.

d) The following methods and assumptions were used to estimate the fair values

i. The carrying amount of cash and cash equivalents is considered to be the same as their fair values, due to their short term nature.

ii. Miscellaneous receivables/payables where carrying amount is reasonable approximation of fair value as settlement period cannot be reliably measured.

iii. Considering the nature, risk profile and other qualitative factors of the financial instruments of the Company, the carrying amounts will be the reasonable approximation of the fair value.

e) Financial Risk Management

The business of the Company are exposed to a variety of financial risks, liquidity risks and credit risks which are dependent on the nature of activity. The Senior Management oversees the management of these risks and reviews and agrees policies for managing each of these risks.

1. Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquid risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company borrowings include fund based Rupee Term Loan from banks and financial institutions. Also, the Company has sufficient quantities of liquid assets which are readily saleable. Hence, the risk that the Company may not be able to settle its financial liabilities as they become due does not exist.

2. Credit Risk:

Credit risk arise from the possibility that the counter party may not be able to settle their obligations. Financial instruments that are subject to such risk primarily consists of investments, trade receivables, loan given, bank deposits and other financial assets.

Trade receivables of the Company are due from related parties which is of very nominal value and the bank deposit are with highly rated scheduled banks. The Company has also taken security deposits from its major customers against the services which will be provided next year, hence risk of not settling the obligations from these parties becomes negligible.

The Company considers the probability of default upon initial recognition of loan and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the loan as at the reporting date with the risk of default as a date of initial recognition. It considers available reasonable and supportive forwardlooking information. The indicators are incorporated in the assessment are:

• Actual or expected significant adverse changes in the business, financial or economic conditions that are expected to cause a significant change to the borrower''s ability to meet its obligation.

• Actual or expected significant changes in the operating result of the borrower.

NOTE - 35A CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to :

• Safeguard their ability to continue as going concern, so that they can continue to provide returns for shareholders, benefits for other stakeholders and make investments in subsidiaries, and

• Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may issue new shares and/or evaluate other options to pay debts.

NOTE - 37 SEGMENT REPORTING

The Company is engaged in the fields of information technology and allied services and does not operate in any other separate reportable segment. There are no reportable geographical segments, since all business is within India.

NOTE - 38

An amount of '' 0.04 Crore (31st March, 2024: '' 1.71 Crore) is payable to Micro and Small Enterprises as at 31st March, 2025. There is no interest paid or outstanding for the year ended 31st March, 2025 and 31st March, 2024 to Micro and Small Enterprises.

The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE - 39 CONTINGENT LIABILITY & COMMITMENTS

Commitment of the Company not provided for on account of necessary comfort in terms of respective terms of sanction for borrowings by its subsidiaries aggregating to '' 3,224.95 Crore (as at 31st March, 2024: '' 2,256.77 Crore).

NOTE-41

Donation in Note 33, includes a Contribution of '' 8.50 Crores (31st March, 2024: '' 13 Crores) towards donation under Section 182 of the Companies Act, 2013.

NOTE-42 AUDIT TRAIL AS PER PROVISO TO RULE 3(1) OF COMPANIES (ACCOUNTS) RULE, 2014

The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India at all times and back up of the books of accounts has been kept in servers physically located in India, on a daily basis. The Company has used various accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further no instance of audit trail feature being tampered with was noted in respect of those accounting software. Additionally, the audit trail of the previous year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the previous year.

Current Ratio = Total Current Assets / Total Current Liabilities

Debt Equity Ratio = Non Current Borrowings (including current maturities of long-term debts) Current Borrowings / Total Equity

Debt Service Coverage Ratio = profit after tax depreciation deferred tax other non-cash expenses finance costs / finance costs lease rent expenses (excluding short term lease rent) debt repayments

Return on Equity (ROE) = profit after tax / Average Total Equity

Inventory Turnover Ratio = Sale of Products and Service / Average Inventory

Trade Receivables Turnover Ratio = Revenue from Operations / Average Trade Receivables

Trade payables turnover Ratio = Purchases / Average Trade payable

Net working capital turnover ratio = Revenue from Operations / Average Working Capital

Net profit ratio = Profit after Tax / Revenue from operation

Return on capital employed (ROCE) = Earning before interest and taxes / Capital Employed (Total Equity Total Debt Deferred Tax Liability)

Return on investment = Income generated from investments / Average invested funds in treasury investment

* Net working capital ratio has increased due to increase in revenue from operation by around 40% in the current year.

# Though the Debt Equity ratio has marginally increased during the current year due to higher borrowings it is still very low.

NOTE- 45 OTHER STATUTORY INFORMATION (FOR THE FINANCIAL YEAR 2024-25 AND 2023-24)

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

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

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

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

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

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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

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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

NOTE- 45 OTHER STATUTORY INFORMATION (FOR THE FINANCIAL YEAR 2024-25 AND 2023-24) (Contd.)

(viii) The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Companies Act read with Companies (Restriction on number of Layers) Rules, 2017.

(ix) The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India at all times and the back-up of books and accounts has been kept in servers physically located in India on daily basis.

NOTE- 46

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

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Mar 31, 2024

e. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10/- per share fully paid up. Holders of equity shares are entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the sale proceeds from remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.

f. For the period of five years immediately preceding 31st March, 2024, no shares were allotted as fully paid up pursuant to any contract without consideration being received in cash or allotted as fully paid up by way of bonus shares or bought back.

Nature and Purpose of Reserves Capital Reserve:

Capital Reserve represents the difference between assets and liabilities acquired pursuant to the scheme of restructuring, reduced by shares issued as per the scheme.

Retained Earnings:

Retained Earnings represents profit earned by the Company, net of appropriation, if any.

Security Premium:

Security Premium represents the amount received in excess of face value of the equity shares/CCPS. This reserve will be utilised in accordance with the specific provisions of the Companies Act, 2013.

Fair Value Gain on Investment through Other Comprehensive Income:

The Company has elected to recognise changes in the fair value of certain investments in equity/other securities in other comprehensive income. These changes are accumulated within the Equity/other instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity/other securities are derecognised.

b. Nature of Security:

The term loan from bank amounting to '' 42.42 Crore (31st March, 2023: '' 84.54 Crore) is secured by way of first charge on the escrow account of dividend income (both present and future) and on all movable fixed assets and current assets of the Company (both present and future) , except those pertaining to IT services business.

The other term loan amounting to '' 99 Crore (31st March, 2023: NIL) is secured by way of second pari-passu charge on entire movable assets, current assets, receivables and loans & advances of the Company, both present and future.

c. Other Disclosure:

1) The term loan from bank amounting to '' 42.42 Crore (31st March, 2023: '' 84.54 Crore) is repayable in 4 equal half yearly instalments starting from April, 2023. The rate of interest charged by the bank is MCLR plus 1.5% Spread.

2) The other term loan amounting to '' 99 Crore (31st March, 2023: NIL) is repayable in 24 structured quarterly instalments starting from June, 2024. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-10.45%) Spread.

3) The Company has not defaulted in the repayment of borrowings during the current year and the previous year. Further the Company has complied with all applicable covenants for the year ended 31st March, 2024 and for the year ended 31st March, 2023.

(i) Defined contribution plans

The Company makes contributions for provident fund and family pension schemes (including for superannuation) towards retirement benefit plans for eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employees’ salaries to fund the benefits. The fund has the form of trust and is governed by the Board of Trustees. During the period, based on applicable rates, the Company has contributed '' 2.24 crore (for the year ended 31st March, 2023: '' 1.27 crore) on this account in the Statement of Profit and Loss .

Liabilities at the period end for gratuity, leave encashment and other retiral benefits including post-retirement medical benefits have been determined on the basis of actuarial valuation carried out by an independent actuary, based on the method prescribed in IND AS 19 - "Employee Benefits" of the Companies (Indian Accounting Standards) Rules, 2015.

(ii) Defined benefit plans

No additional liability has been recognised as interest rate distributed by PF trust during the year for FY 2022-23 is not lower than the statutory rate announced by Employee Provident Fund Organization.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

vii) Risk exposure

The Plans in India typically expose the Company to some risks, the most significant of which are detailed below:

Discount Rate Risk: Decrease in discount rate will increase the value of the liability.

Demographic Risk: In the valuation of the liability certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the scheme cost.

Regulatory Risk: New Act/Regulations may come up in future which could increase the liability significantly in case of Leave obligation, PRMB & Pension. Gratuity Benefit must comply with the requirements of the Payment of Gratuity Act, 1972 (as amended up-to-date). Also in case of interest rate guarantee Exempt Provident Fund must comply with the requirements of the Employees Provident Funds and Miscellaneous Provisions Act 1952 as amended up-to-date.

Future Salary Increase Risk: In case of gratuity & leave the scheme cost is sensitive to the assumed future salary escalation rates for all final salary defined benefit Schemes. If actual future salary escalations are higher than that assumed in the valuation actual Scheme cost and hence the value of the liability will be higher than that estimated. But PRMB & pension are not dependent on future salary levels.

Pay-as-you-go Risk: For unfunded schemes financial planning could be difficult as benefits payable will directly affect the revenue and this could be fluctuating. There may be an opportunity cost of better investment returns affecting adversely the cost of scheme.

Liquidity Risk: The risk arises from the short term asset and liability cash-flow mismatch thereby causing the company being unable to pay the benefits as they fall due in the short term.

The different levels have been defined below:

Level 1: financial instruments measured using quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price. The mutual funds are valued using the closing NAV.

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

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

d) The following methods and assumptions were used to estimate the fair values

i. The carrying amount of cash and cash equivalents is considered to be the same as their fair values, due to their short term nature.

ii. Miscellaneous receivables/payables where carrying amount is reasonable approximation of fair value as settlement period cannot be reliably measured.

iii. Considering the nature , risk profile and other qualitative factors of the financial instruments of the Company ,the carrying amounts will be the reasonable approximation of the fair value.

e) Financial Risk Management

The business of the Company are exposed to a variety of financial risks, liquidity risks and credit risks which are dependent on the nature of activity. The Senior Management oversees the management of these risks and reviews and agrees policies for managing each of these risks.

1. Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquid risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company borrowings include fund based Rupee Term Loan from banks and financial institutions. Also, the Company has sufficient quantities of liquid assets which are readily saleable. Hence the risk that the company may not be able to settle its financial liabilities as they become due does not exist.

(i) Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

2. Credit Risk:

Credit risk arise from the possibility that the counter party may not be able to settle their obligations. Financial instruments that are subject to such risk primarily consists of investments, trade receivables, loan given, bank deposits and other financial assets.

Trade receivables of the company are due from related parties which is of very nominal value and the bank deposit are with highly rated scheduled banks. The company has also taken security deposits from its major customers against the services which will be provided next year, hence risk of not settling the obligations from these parties becomes negligible.

The Company considers the probability of default upon initial recognition of loan and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the loan as at the reporting date with the risk of default as a date of initial recognition. It considers available reasonable and supportive forwardlooking information. The indicators are incorporated in the assessment are:

• Actual or expected significant adverse changes in the business, financial or economic conditions that are expected to cause a significant change to the borrower''s ability to meet its obligation.

• Actual or expected significant changes in the operating result of the borrower.

NOTE-35A CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to

• Safeguard their ability to continue as going concern, so that they can continue to provide returns for shareholders, benefits for other stakeholders and make investments in subsidiaries, and

• Maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may issue new shares and/or evaluate other options to pay debts.

Consistent with others in the industry, the Company monitors capital on the basis of Gross Debt to equity ratio.

NOTE-37 SEGMENT REPORTING

The Company is engaged in the fields of information technology and allied services and does not operate in any other separate reportable segment. There are no reportable geographical segments, since all business is within India.

NOTE-38

An amount of '' 1.71 Crore (31st March, 2023: 0.04 Crore) is payable to Micro and Small Enterprises as at 31st March, 2024. There is no interest paid or outstanding for the year ended 31st March 2024 and 31st March, 2023 to Micro and Small Enterprises. The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE-39 CONTINGENT LIABILITY

Commitment of the Company not provided for on account of necessary comfort in terms of respective terms of sanction for borrowings by its subsidiaries aggregating to '' 2,256.77 Crore (as at 31st March, 2023: '' 1,354.98 Crore).

NOTE- 41

Donation in Note 33, includes a Contribution of '' 10 crores (31st March, 2023: NIL) to Prudent Electoral Trust and contribution by way of Electoral Bond of '' 3 crores (31st March, 2023: NIL) from State Bank of India under the Electoral Bond Scheme. These contributions were made in accordance with Section 182 of the Companies Act, 2013, as applicable at the time of making such contributions and prior to the judgement of the Hon’ble Supreme Court in the matter of Association for Democratic Reforms & Anr. V. Union of India & Ors. [ (2024) SCC OnLne SC 150] dated 15th February, 2024.

NOTE-42

Audit Trail as per proviso to Rule 3(1) of Companies (Accounts) Rule, 2014

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of accounts, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of accounts alongwith the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. However, audit trail feature is not enabled for certain changes at the database level for the application due to technical reason. Further, no instance of audit trail feature being tampered with, was noted in respect of the accounting software.

Note: Ratio for Return on Investment has not been presented, since the Company has not earned income on all of its investment in the current year except from one of its subsidiary Firstsource Solutions Limited amounting to Rs.130.89 crores. Further, income received from one subsidiary may not be representative of total investments held by the Company.

Current Ratio = Total Current Assets / Total Current Liabilities

Debt Equity Ratio = Non Current Borrowings (including current maturities of long-term debts) Current Borrowings Lease Liabilities / Total Equity

Debt Service Coverage Ratio = profit after tax depreciation deferred tax other non-cash expenses finance costs / finance costs lease rent expense (excluding short term lease rent) debt repayments

Return on Equity (ROE) = profit after tax / Average Total Equity

Inventory Turnover Ratio = Sale of Products and Service / Average Inventory

Trade Receivables Turnover Ratio = Revenue from Operations / Average Trade Receivables

Trade payables turnover Ratio = Purchases / Average Trade payable

Net working capital turnover ratio = Revenue from Operations / Average Working Capital

Net profit ratio = Profit after Tax / Revenue from operation

Return on capital employed (ROCE) = Earning before interest and taxes / Capital Employed (Total Equity Total Debt Deferred Tax Liability)

Return on investment = Income generated from investments / Average invested funds in treasury investment

* Net working capital was negative in the last year. In the current year, due to increase in short term loans given, it is positive.

# Due to increase in short term loans given as compared to the previous year.

$ Due to higher finance cost as average borrowing in the current year is higher as compared to previous year.

@ On account of better collections from debtors in the last year.

## Profit during the last year was comparatively lower due to exceptional loss on account of impairment in investment in subsidiary companies. There is no such Exceptional Item during the current year.

NOTE- 45 OTHER STATUTORY INFORMATION (FOR THE FINANCIAL YEAR 2023-24 AND 2022-23)

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

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

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

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities

(Intermediaries) with the understanding that the Intermediary shall:

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

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

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

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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

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

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

(ix) The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India at all times and the back-up of books and accounts has been kept in servers physically located in India on daily basis.

NOTE- 46

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

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Mar 31, 2023

(m) Provisions and contingencies

Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

A disclosure for contingent liabilities is made 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 or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of the amount cannot be made.

(n) Business combination

Business combination involving entities or businesses under common control are accounted for using the pooling of interest method whereby the assets and liabilities of the combining entities / business

are reflected at their carrying value and necessary adjustments , if any, have been given effect to as per the scheme approved by National Company Law Tribunal.

NOTE 3 SUMMARY OF SIGNIFICANT JUDGEMENTS AND ASSUMPTIONS

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies. Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

Estimated Fair Valuation of certain Investments - Note 2(h) and 35

Estimates used in Actuarial Valuation of Employee benefits - Note 30

NOTE-3A REcENT PRONOUNcEMENT

On March 31, 2023, the Ministry of Company Affairs notified the Companies (Indian Accounting Standards) Amendment Rules, 2023 effective for annual periods beginning on or after April 1, 2023 which include amendments / clarifications in the following accounting standards as below:

Ind AS 1 - Presentation of Financial Statements

Ind AS 8 - Accounting policies, Changes in Accounting

Estimates and Errors

Ind AS 12 - Income Taxes

The Company, is in the process of assessing the applicability and possible impact of the above amendments, wherever applicable.

Nature and Purpose of Reserves Capital Reserve:

Capital Reserve represents the difference between assets and liabilities acquired pursuant to the scheme of restructuring, reduced by shares issued as per the scheme.

Retained Earnings:

Retained Earnings represents profit earned by the Company, net of appropriation, if any.

Security Premium:

Security Premium represents the amount received in excess of face value of the equity shares/CCPS. This reserve will be utilised in accordance with the specific provisions of the Companies Act, 2013.

Fair Value Gain on Investment through Other comprehensive Income:

The Company has elected to recognise changes in the fair value of certain investments in equity/other securities in other comprehensive income. These changes are accumulated within the Equity/other instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity/other securities are derecognised.

(i) Defined contribution plans

The Company makes contributions for provident fund and family pension schemes (including for superannuation) towards retirement benefit plans for eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employees’ salaries to fund the benefits. The fund has the form of trust and is governed by the Board of Trustees. During the period, based on applicable rates, the Company has contributed '' 1.27 crore (for the year ended 31st March, 2022: '' 1.25 crore) on this account in the Statement of Profit and Loss.

Liabilities at the period end for gratuity, leave encashment and other retiral benefits including post-retirement medical benefits have been determined on the basis of actuarial valuation carried out by an independent actuary, based on the method prescribed in IND AS 19 - "Employee Benefits" of the The Companies (Indian Accounting Standards) Rules, 2015.

(ii) Defined benefit plans

No additional liability has been recognised as interest rate distributed by PF trust during the year for FY 2021-22 is not lower than the statutory rate announced by Employee Provident Fund Organization.

vii) Risk exposure

The Plans in India typically expose the Company to some risks, the most significant of which are detailed below:

Discount Rate Risk: Decrease in discount rate will increase the value of the liability.

Demographic Risk: In the valuation of the liability certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the scheme cost.

Regulatory Risk: New Act/Regulations may come up in future which could increase the liability significantly in case of Leave obligation, PRMB & Pension. Gratuity Benefit must comply with the requirements of the Payment of Gratuity Act, 1972 (as amended up-to-date). Also in case of interest rate guarantee Exempt Provident Fund must comply with the requirements of the Employees Provident Funds and Miscellaneous Provisions Act 1952 as amended up-to-date.

Future Salary Increase Risk: In case of gratuity & leave the scheme cost is sensitive to the assumed future salary escalation rates for all final salary defined benefit Schemes. If actual future salary escalations are higher than that assumed in the valuation actual Scheme cost and hence the value of the liability will be higher than that estimated. But PRMB & pension are not dependent on future salary levels.

Pay-as-you-go Risk: For unfunded schemes financial planning could be difficult as benefits payable will directly affect the revenue and this could be fluctuating. There may be an opportunity cost of better investment returns affecting adversely the cost of scheme.

Liquidity Risk: The risk arises from the short term asset and liability cash-flow mismatch thereby causing the Company being unable to pay the benefits as they fall due in the short term.

Note-Ratio for Return on Investment has not been presented, since the Company has not earned income on all of its investment in the current year except from one of its subsidiary Firstsource Solutions Limited amounting to '' 130.89 crores. Further, income received from one subsidiary may not be representative of total investments held by the Company.

Current Ratio = Total Current Assets / Total Current Liabilities

Debt Equity Ratio = Non Current Borrowings (including current maturities of long-term debts) Current Borrowings Lease Liabilities / Total Equity

Debt Service Coverage Ratio = Profit after tax depreciation deferred tax other non-cash expenses finance costs / finance

costs lease rent expense (excluding short term lease rent) debt repayments

Return on Equity (ROE) = Profit after tax / Average Total Equity

Inventory Turnover Ratio = Sale of Products and Service / Average Inventory

Trade Receivables Turnover Ratio = Revenue from Operations / Average Trade Receivables

Trade payables turnover Ratio = Purchases / Average Trade payable

Net working capital turnover ratio = Revenue from Operations / Average Working Capital

Net profit ratio = Profit after Tax / Revenue from operation

Return on capital employed (ROcE) = Earning before interest and taxes / Capital Employed (Total Equity Total Debt Deferred Tax Liability)

Return on investment = Income generated from investments / Average invested funds in treasury investment # Due to increase in short term loans given as compared to the previous year @ On account of better collections from debtors.

** Due to higher borrowing taken during the current year

## Profit during the year is comparatively lower due to exceptional loss on account of impairment in investment in subsidiary companies

$ Due to higher finance cost as average borrowing in the current year is higher as compared to previous year.

NOTE- 43 OTHER STATUTORY INFORMATION (FOR THE FINANcIAL YEAR 2022-23 AND 2021-22)

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

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

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

NOTE- 43 OTHER STATUTORY INFORMATION (FOR THE FINANCIAL YEAR 2022-23 AND 2021-22) (Contd.)

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

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

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

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

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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

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

(viii) The company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with Companies (Restriction on number of Layers) Rules, 2017.

(ix) The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India at all times and the back-up of books and accounts has been kept in servers physically located in India on daily basis.

NOTE- 44

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

For and on behalf of Board of Directors

For Batliboi, Purohit & Darbari

Chartered Accountants

Firm Registration Number - 303086E Chairman Dr. Sanjiv Goenka DIN: 00074796

Director Shashwat Goenka DIN: 03486121

hemal Mehta Whole-time Director Rajeev Ramesh chand Khandelwal DIN: 08763979

Partner Company Secretary Sudip Kumar Ghosh

Membership No. 063404 Chief Financial Officer Ayan Mukherjee

Place: Kolkata Date: 19th May, 2023

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Mar 31, 2022

Nature and Purpose of Reserves Capital Reserve:

Capital Reserve represents the difference between assets and liabilities acquired pursuant to the scheme of restructuring, reduced by shares issued as per the scheme.

Retained Earnings:

Retained Earnings represents profit earned by the Company, net of appropriation, if any.

Security Premium:

Security Premium represents the amount received in excess of face value of the equity shares/CCPS. This reserve will be utilised in accordance with the specific provisions of the Companies Act, 2013.

Fair Value Gain on Investment through Other Comprehensive Income:

The Company has elected to recognise changes in the fair value of certain investments in equity/other securities in other comprehensive income. These changes are accumulated within the Equity/other instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity/other securities are derecognised.

b. Nature of Security:

The entire term loan is secured by way of first charge on the escrow account of dividend income (both present and future) and on all movable fixed assets and current assets of the Company (both present and future) , except those pertaining to IT services business.

c. Other Disclosure:

The term loan is repayable in 4 equal half yearly installments starting from April, 2023. The rate of interest charged by the bank is MCLR plus 1.5% Spread.

(i) Defined contribution plans

The Company makes contributions for provident fund and family pension schemes (including for superannuation) towards retirement benefit plans for eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employees'' salaries to fund the benefits. The fund has the form of trust and is governed by the Board of Trustees. During the period, based on applicable rates, the Company has contributed H 1.25 crore (for the year ended 31st March, 2021: H 2.18 crore) on this account in the Statement of Profit and Loss.

Liabilities at the period end for gratuity, leave encashment and other retiral benefits including post-retirement medical benefits have been determined on the basis of actuarial valuation carried out by an independent actuary, based on the method prescribed in IND AS 19 -"Employee Benefits" of The Companies (Indian Accounting Standards) Rules, 2015.

(ii) Defined benefit plans

No additional liability has been recognised as interest rate distributed by PF trust during the year for FY 2020-21 is not lower than the statutory rate announced by Employee Provident Fund Organization.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.

vii) Risk exposure

The Plans in India typically expose the Company to some risks, the most significant of which are detailed below:

Discount Rate Risk: Decrease in discount rate will increase the value of the liability.

Demographic Risk: In the valuation of the liability certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the scheme cost.

Regulatory Risk: New Act/Regulations may come up in future which could increase the liability significantly in case of leave obligation, PRMB & Pension. Gratuity Benefit must comply with the requirements of the Payment of Gratuity Act, 1972 (as amended up-to-date). Also in case of interest rate guarantee Exempt Provident Fund must comply with the requirements of the Employees Provident Funds and Miscellaneous Provisions Act, 1952 as amended up-to-date.

Future Salary Increase Risk: In case of gratuity & leave, the scheme cost is sensitive to the assumed future salary escalation rates for all final salary defined benefit Schemes. If actual future salary escalations are higher than that assumed in the valuation actual Scheme cost and hence the value of the liability will be higher than that estimated. But PRMB & pension are not dependent on future salary levels.

Pay-as-you-go Risk: For unfunded schemes financial planning could be difficult as benefits payable will directly affect the revenue and this could be fluctuating. There may be an opportunity cost of better investment returns affecting adversely the cost of scheme.

Liquidity Risk: The risk arises from the short term asset and liability cash-flow mismatch thereby causing the company being unable to pay the benefits as they fall due in the short term.

The different levels have been defined below:

Level 1: financial instruments measured using quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price. The mutual funds are valued using the closing NAV.

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

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

d) The following methods and assumptions were used to estimate the fair values

i. The fair values of the mutual fund instruments are based on net asset value of units declared at the close of the reporting date.

ii. The carrying amount of cash and cash equivalents is considered to be the same as their fair values, due to their short term nature.

iii. Miscellaneous receivables/payables where carrying amount is reasonable approximation of fair value as settlement period cannot be reliably measured.

iv. Considering the nature , risk profile and other qualitative factors of the financial instruments of the Company ,the carrying amounts will be the reasonable approximation of the fair value.

e) Financial Risk Management

The business of the Company are exposed to a variety of financial risks, liquidity risks and credit risks which are dependent on the nature of activity. The Senior Management oversees the management of these risks and reviews and agrees policies for managing each of these risks.

1. Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquid risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company has obtained fund based Rupee Term Loan in the current year. Also, the Company has sufficient quantities of liquid assets which are readily saleable. Hence the risk that the company may not be able to settle its financial liabilities as they become due does not exist.

2. Credit Risk:

Credit risk arise from the possibility that the counter party may not be able to settle their obligations. Financial instruments that are subject to such risk primarily consists of investments, trade receivables, bank deposits and other financial assets.

Trade receivables of the company are due from related parties which is of very nominal value and the bank deposit are with highly rated scheduled banks. In the current year, company has also taken security deposits from its major customers against the services which will be provided next year, hence risk of not settling the obligations from these parties becomes negligible.

NOTE - 37 SEGMENT REPORTING

The Company is engaged in the fields of information technology and allied services and does not operate in any other separate reportable segment. There are no reportable geographical segments, since all business is within India.

NOTE - 38 An amount of H 0.04 Crore (31st March, 2021: 0.04 Crore) is payable to Micro and Small Enterprises as at 31st March, 2022. There is no interest paid or outstanding for the year ended 31st March, 2022 and 31st March, 2021 to Micro and Small Enterprises.

The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company

NOTE - 39 CONTINGENT LIABILITY

Commitment of the Company on account of letters of comfort issued towards borrowings of a wholly owned subsidiary from bank, not provided for, was aggregating to H 308.75 Crore (31st March, 2021: H 233.75 Crore) and in respect of borrowings of another subsidiary company was H 218.32 Crore (31st March, 2021: NIL)

NOTE-41 In assessing the recoverability of its assets including receivables, the Company has considered internal and external information upto the date of approval of these financial statements including economic forecasts. The Company has performed analysis on the assumptions used and based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The impact of the global health pandemic may be different from that estimated as at the date of approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

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

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

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

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

b. provide any security or the like to or on behalf of the Ultimate Beneficiaries

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

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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

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

(viii) The company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with Companies (Restriction on number of Layers) Rules, 2017.

NOTE - 45 Previous year figures have been regrouped/reclassified wherever necessary to correspond with current year classification/disclosure.

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Mar 31, 2019

NOTE - 1 Corporate Information

CESC Ventures Limited (formerly RP-SG Business Process Services Limited) (“the Company”) is a limited company incorporated and domiciled in India. The registered office of the Company is located at CESC House, Chowringhee Square, Kolkata - 700001. The Company operates in the fields of information technology and allied services.

NOTE 2 Summary of significant judgements and assumptions

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies.

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. Estimated Fair Valuation of certain Investments - Note 2(f) and 28 Estimates used in Actuarial Valuation of Employee benefits - Note 24.

NOTE 2A New standards that are not yet effective (a) Issue of Ind AS 116 - Leases

Ind AS 116 Leases was notified in March 2019 and it replaces Ind AS 17 Leases. Ind AS 116 is effective for annual periods beginning on or after 1 April 2019. It sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessee to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17. Lessor accounting under Ind AS 116 is substantially unchanged from today’s accounting under Ind AS 17. Ind AS 116 requires lessees and lessors to make more extensive disclosures than under Ind AS 17. The Company is in the process of evaluating the requirements of the standard and its impact on its financial statements.

(b) Amendment to Existing issued Ind AS

The MCA has also carried out amendments of the following accounting standards:

i. Ind AS 12 - Income Taxes

ii. Ind AS 109 - Financial Instruments iii Ind AS 19 - Employee Benefits

iv. Ind AS 23 - Borrowing Costs

v. Ind AS 28 - Investments in Associates and Joint Ventures and

vi. Ind AS 103 - Business Combinations

Application of above amendments does not have significant impact on the Company’s financial statement.

NOTE 2B Changes in Accounting policies

Ind AS 115 was issued on March 28, 2018 and supersedes Ind AS 11 “Construction Contracts” and Ind AS 18 “Revenue” and it applied, with limited exception, to all revenue arising from contract with customers. The Company has adopted Ind AS 115 using the modified retrospective method of adoption with the initial application date of April 1, 2018. However, the application of standard does not have any impact on the recognition and measurement of revenue and related items.

Several other amendments and interpretations apply for the first time in March, 2019, but do not have an impact on the financial statements of the Company. The Company has not early adopted any standards or amendments that have been issued but are not yet effective.

a. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share fully paid up. Holders of equity shares are entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the sale proceeds from remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.

g. Equity shares issued for consideration other than cash during the period of five years immediately preceeding the reporting date:

(i) Defined contribution plans

The Company makes contributions for provident fund and family pension schemes (including for superannuation) towards retirement benefit plans for eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employees’ salaries to fund the benefits. The fund has the form of trust and is governed by the Board of Trustees. During the period, based on applicable rates, the Company has contributed Rs. 134.08 lakhs (for the period 7th February 2017 to 31st March 2018: Rs. 63.19 lakhs) on this account in the Statement of Profit and Loss. Liabilities at the period end for gratuity, leave encashment and other retiral benefits including post-retirement medical benefits have been determined on the basis of actuarial valuation carried out by an independent actuary, based on the method prescribed in IND AS 19 - “Employee Benefits” of the The Companies (Indian Accounting Standards) Rules, 2015.

(ii) Defined benefit plans

No additional liability has been recognised as interest rate announced by PF trust is higher than the statutory rate announced by Employee Provident Fund Organization.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.

vii) Risk exposure

The Plans in India typically expose the Company to some risks, the most significant of which are detailed below:

Discount Rate Risk : Decrease in discount rate will increase the value of the liability.

Demographic Risk : In the valuation of the liability certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the scheme cost.

Regulatory Risk : New Act/Regulations may come up in future which could increase the liability significantly in case of Leave obligation, PRMB & Pension. Gratuity Benefit must comply with the requirements of the Payment of Gratuity Act, 1972 (as amended up-to-date). Also in case of interest rate guarantee Exempt Provident Fund must comply with the requirements of the Employees Provident Funds and Miscellaneous Provisions Act 1952 as amended up-to-date.

Future Salary Increase Risk : In case of gratuity & leave the scheme cost is sensitive to the assumed future salary escalation rates for all final salary defined benefit Schemes. If actual future salary escalations are higher than that assumed in the valuation actual Scheme cost and hence the value of the liability will be higher than that estimated. But PRMB & pension are not dependant on future salary levels.

Pay-as-you-go Risk : For unfunded schemes financial planing could be difficult as benefits payable will directly affect the revenue and this could be fluctuating. There may be an opportunity cost of better investment returns affecting adversely the cost of scheme. Liquidity Risk : The risk arises from the short term asset and liability cash-flow mismatch thereby causing the company being unable to pay the benefits as they fall due in the short term.

NOTE - 3 Segment Reporting

The Company is engaged in the fields of information technology and allied services and does not operate in any other separate reportable segment. There are no reportable geographical segments, since all business is within India.

NOTE - 4 Financial Instruments

a) The carrying value and fair value of financial instruments by categories as at 31st March, 2019 and 31st March, 2018 are as follows:

b) Fair value hierarchy

The table shown below analyses financial instruments carried at fair value, by valuation method.

The different levels have been defined below:

Level 1 : financial instruments measured using quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price. The mutual funds are valued using the closing NAV.

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

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

c) The following methods and assumptions were used to estimate the fair values

i. The fair values of the mutual fund instruments and units of alternative investment fund are based on net asset value of units declared at the close of the reporting date.

ii. The carrying amount of cash and cash equivalents is considered to be the same as their fair values, due to their short term nature.

iii. Miscellaneous receivables/payables where carrying amount is reasonable approximation of fair value as settlement period cannot be reliably measured.

iv. Considering the nature , risk profile and other qualitative factors of the financial instruments of the Company ,the carrying amounts will be the reasonable approximation of the fair value.

d) Financial Risk Management

The business of the Company are exposed to a variety of financial risks, liquidity risks and credit risks which are dependent on the nature of activity. The Senior Management oversees the management of these risks and reviews and agrees policies for managing each of these risks.

Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquid risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Company does not have any loans from banks or others. Furthermore, the Company has sufficient quantities of liquid assets which are readily saleable. Hence the risk that the company may not be able to settle its financial liabilities as they become due does not exist. Credit Risk :

Credit risk arise from the possibility that the counter party may not be able to settle their obligations. Financial instruments that are subject to such risk primarily consists of investments, trade receivables, bank deposits and other financial assets. Trade receivables of the company are due from related parties and the bank deposit are with highly rated scheduled banks. None of the financial assets of the Company are eithier impaired or past due.

* these were cancelled pursuant to scheme of restructuring

a. Refer Note 32 relating to commitments (letter of comfort) provided to a bank towards borrowing obligations as at 31st March, 2019 in respect of Guiltfree Industries Limited amounting to Rs. 15000 Lakh (31st March, 2018: NIL)

b. Outstanding balances are unsecured and settlement occurs in cash

c. The above transactions are net of GST, as applicable.

NOTE - 5

The Company, in the financial statements for the year ended March 31, 2018, had given effect to the composite scheme of arrangement approved by Hon’ble National Company Law Tribunal (NCLT) (the appropriate authority) which, inter alia, provided for demerger of identified IT Undertaking of CESC Limited as defined in the Scheme and merger of Spen Liq Private Limited as a going concern into the Company, as applicable to the Company from the Appointed Date of 1st October, 2017.

Pursuant to the Scheme, each existing shareholder of CESC Limited registered on the record date of 31st October, 2018 in respect of every 10 shares, received 2 fully paid up equity shares of Rs. 10 each in the CESC Ventures Limited (formerly RP-SG Business Process Services Limited).

NOTE - 6

No amount is payable to Micro and Small Enterprises as at 31st March, 2019 and 31st March, 2018. There is no interest paid or outstanding for the year ended 31st March, 2019 and 31st March, 2018 to Micro Enterprises and Small Enterprises.

NOTE - 7 Contingent Liability

Commitment of the Company on account of letter of comfort towards borrowings of a subsidiary from bank, not provided for, amounts to Rs. 15000 Lakhs (as on 31st March, 2018 : NIL).

NOTE - 8

Previous year figures have been regrouped/reclassified wherever necessary to correspond with current year classification/disclosure. The figures appearing in the Statement of Profit and Loss for the year ended 31st March, 2018 of CESC Ventures Limited (formerly RP-SG Business Process Services Limited) represents the figures from for the period 7th February, 2017 to 31st March, 2018. Further, Spen-Liq Private Limited and IT undertaking of CESC Limited has been amalgamated with the Company w.e.f 1st October, 2017 and accordingly previous year figures also includes figures for above undertaking from the date these are amalgamated with the Company. Hence current year figures are not comparable with previous year figures.