J. Provisions, Contingent Liabilities and
Contingent Assets

Provisions are recognised when present
obligations as a result of a past event will probably
lead to an outflow of economic resources and
amounts can be estimated reliably. Timing or
amount of the outflow may still be uncertain.
A present obligation arises when there is a
presence of a legal or constructive commitment
that has resulted from past events, for example,
legal disputes or onerous contracts. Provisions
are not recognised for future operating losses.

Provisions are measured at the estimated
expenditure required to settle the present
obligation, based on the most reliable evidence
available at the reporting date, including the risks
and uncertainties associated with the present
obligation. Provisions are discounted to their
present values, where the time value of money is
material.

All provisions are reviewed at each reporting date
and adjusted to reflect the current best estimate.

In those cases where the outflow of economic
resources as a result of present obligations is
considered improbable or remote, no liability is
recognised.

Contingent liability is disclosed for:

• Possible obligations which will be confirmed
only by future events not wholly within the
control of the Company or

• Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the
amount of the obligation cannot be made.

The Company does not recognize a contingent
liability but discloses its existence and other
required disclosures in notes to the financial
statements, unless the possibility of any outflow
in settlement is remote.

Contingent assets are not recognised. However,
when inflow of economic benefits is probable,
related asset is disclosed.

Provisions, contingent liabilities and contingent
assets are reviewed at each reporting date.

K. Retirement and other long term employee
benefits

Retirement benefit in the form of provident fund

is a defined contribution scheme. The Company
has no obligation, other than the contribution
payable to the provident fund. The Company
recognizes contribution payable to the provident
fund scheme as an expense, when an employee
renders the related service.

The Company operates a defined benefit plan
i.e. gratuity plan. The liability as at the year end
represents the actuarial valuation of the gratuity
liability of continuing employees as at the end
of the year. The cost of providing benefits under
the defined benefit plan is determined using the
projected unit credit method.

Remeasurement comprising of actuarial gains
and losses, are recognised immediately in the
balance sheet with a corresponding debit or
credit to retained earnings through OCI in the
period in which they occur. Remeasurement are
not reclassified to profit or loss in subsequent
periods.

Net interest is calculated by applying the
discount rate to the net defined benefit liability
or asset. The Company recognises the following
changes in the net defined benefit obligation as
an expense in the statement of profit and loss:

- Service costs comprising current service
costs, past-service costs, gains and losses on
curtailments and non- routine settlements;
and

- Net interest expense or income

Accumulated leave, which is expected to be
utilized within the next twelve months, is treated
as short-term employee benefit. The Company
measures the expected cost of such absences
as the additional amount that it expects to pay
as a result of the unused entitlement that has
accumulated at the balance sheet date. The
Company recognizes expected cost of short¬
term employee benefit as an expense, when an
employee renders the related service.

The Company treats accumulated leave expected
to be carried forward beyond twelve months, as
long-term employee benefit for measurement
purposes. Such long-term compensated
absences are provided for based on the actuarial
valuation using the projected unit credit method
at the reporting date. Remeasurement gains/
losses on the compensated absences are
immediately taken to the statement of profit and
loss and are not deferred.

L. Share-based payments

The Company recognises compensation expense
or cost relating to share-based payment in
statement of profit and loss using fair value
in accordance with Ind AS 102 "Share-based
Payment" except the value of Stock Options to
employees of the Subsidiary Companies and
Holding Company are considered as investment
and directly reduced from the retained earnings
respectively.

The Company initially measures the cost of equity-
settled transactions with employees using Black
and Scholes model to determine the fair value
of the liability incurred. That cost is recognised,
together with a corresponding increase in share-
based payment (SBP) reserves in equity, over the
period in which the performance and/or service
conditions are fulfilled in employee benefits
expense. The cumulative expense recognised
for equity-settled transactions at each reporting
date until the vesting date reflects the extent to
which the vesting period has expired and the
Company's best estimate of the number of equity
instruments that will ultimately vest. The expense
or credit in the statement of profit and loss for
a period represents the movement in cumulative
expense recognised as at the beginning and end
of that period and is recognised in employee
benefits expense.

Estimating fair value for share-based payment
transactions requires determination of the
most appropriate valuation model, which is
dependent on the terms and conditions of the
grant. Vesting conditions, other than market
conditions i.e. performance based condition are
not taken into account when estimating the fair
value. This estimate also requires determination
of the most appropriate inputs to the valuation
model including the expected life of the share
option, volatility and dividend yield and making
assumptions about them.

When the terms of an equity-settled award are
modified, the minimum expense recognised
is the grant date fair value of the unmodified
award, provided the original vesting terms of the
award are met. An additional expense, measured
as at the date of modification, is recognised
for any modification that increases the total fair
value of the share-based payment transaction, or
is otherwise beneficial to the employee. Where
an award is cancelled by the entity or by the
counterparty, any remaining element of the fair

value of the award is expensed immediately
through profit or loss.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

M. Trust Shares as per Scheme of Amalgamation
(refer Note 14A)

In pursuance to a Scheme of Amalgamation
effected in Financial year 2010-11 following
trusts were created:

- Independent Non-Promoter Trust ('NPT')

- Independent Non-Promoter (Spice
Employee Benefit) Trust ('EBT')

EBT holds equity shares of the Company for
the benefit of the employees of the Company,
its associates and subsidiaries and NPT holds
equity shares for the benefit of the Company.
Considering conservative interpretation of Ind
AS 32, number of equity shares held by the NPT
and EBT are reduced from total number of issued
equity shares.

Equity shares that are held by two trusts are
recognised at cost and deducted from Equity/
Other Equity. No gain or loss is recognised in
statement of profit and loss on the purchase,
sale, issue or cancellation of the Company's own
equity instruments which is directly adjusted with
equity and other equity.

N. Cash and cash equivalents

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

O. Earnings per share

Basic earning per share is calculated by dividing
the net profit for the year attributable to equity
shareholders (after deducting the compulsory
redeemable preference share dividend) by the
weighted average number of equity shares
outstanding during the year.

Diluted earning per share is calculated by
dividing the net profits attributable to equity
shareholders (after deducting dividend on
compulsory redeemable preference shares) by
the weighted average number of equity shares
outstanding during the year (adjusted for the
effects of dilutive options).

P. Fair value measurement

In determining the fair value of its financial
instruments, the Company uses a variety of
methods and assumptions that are based on
market conditions and risks existing on initial
recognition and at each reporting date. The
methods used to determine fair value include
discounted cash flow analysis, available
quoted market prices and dealer quotes. All
methods of assessing fair value result in general
approximation of value, and such value may
never actually be realized. For financial assets
and liabilities maturing within one year from the
Balance Sheet date and which are not carried
at fair value, the carrying amounts approximate
fair value due to the short maturity of these
instruments.

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

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

Level 1 inputs are quoted prices /net asset value
(unadjusted) in active markets for identical assets
or liabilities that the company can access at the
measurement date;

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

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

Q. Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting done to the
chief operating decision maker. The executive

directors of the Company have been identified
as being the chief operating decision maker by
the Management of the Company. The Company
operates in a single operating segment and
geographical segment.

R. Financial instruments

Initial recognition and measurement

Financial assets and financial liabilities are
recognized when the Company becomes a party
to the contractual provisions of the financial
instrument. Financial instrument (except trade
receivables) are measured initially at fair value
adjusted for transaction costs, except for those
carried at fair value through profit or loss. Trade
receivables are measured at their transaction
price unless it contains a significant financing
component in accordance with Ind AS 115 for
pricing adjustments embedded in the contract.
Subsequent measurement of financial assets and
financial liabilities is described below:

Subsequent measurement

i. Financial assets carried at amortised cost

A financial asset is measured at the amortised
cost, if both the following conditions are
met:

• The asset is held within a business
model whose objective is to hold
assets for collecting contractual cash
flows, and

• Contractual terms of the asset give rise
on specified dates to cash flows that
are solely payments of principal and
interest (SPPI) on the principal amount
outstanding.

After initial measurement, such financial
assets are subsequently measured at
amortised cost using the effective interest
rate (EIR) method.

ii. Loans and borrowings

After initial recognition, interest-bearing
loans and borrowings are subsequently
measured at amortised cost using the EIR
method. Gains and losses are recognised
in profit or loss when the liabilities are
derecognised as well as through the EIR
amortisation process. Amortised cost is
calculated by taking into account any
discount or premium on acquisition and fees

or costs that are an integral part of the EIR.
The EIR amortisation is included as finance
costs in the statement of profit and loss.

S. Impairment of financial assets

In accordance with Ind AS 109, the Company
applies expected credit loss (ECL) model for
measurement and recognition of impairment loss
for financial assets. ECL is the weighted-average
of difference between all contractual cash flows
that are due to the Company in accordance
with the contract and all the cash flows that the
Company expects to receive, discounted at the
original effective interest rate, with the respective
risks of default occurring as the weights. When
estimating the cash flows, the Company
considers:

• All contractual terms of the financial assets
(including prepayment and extension) over
the expected life of the assets.

• Cash flows from the sale of collateral held or
other credit enhancements that are integral
to the contractual terms.

i) Trade receivables:

In respect of trade receivables, the Company
applies the simplified approach of Ind AS
109, which requires measurement of loss
allowance at an amount equal to lifetime
expected credit losses. Lifetime expected
credit losses are the expected credit
losses that result from all possible default
events over the expected life of a financial
instrument.

ii) Other financial assets:

In respect of its other financial assets, the
Company assesses if the credit risk on those
financial assets has increased significantly
since initial recognition. If the credit risk
has not increased significantly since initial
recognition, the Company measures the loss
allowance at an amount equal to 12-month
expected credit losses, else at an amount
equal to the lifetime expected credit losses.

When making this assessment, the Company
uses the change in the risk of a default
occurring over the expected life of the
financial asset. To make that assessment,
the Company compares the risk of a default
occurring on the financial asset as at the
balance sheet date with the risk of a default

occurring on the financial asset as at the
date of initial recognition and considers
reasonable and supportable information,
that is available without undue cost or effort,
that is indicative of significant increases in
credit risk since initial recognition. The
Company assumes that the credit risk on a
financial asset has not increased significantly
since initial recognition if the financial asset
is determined to have low credit risk at the
balance sheet date.

iii) De-recognition of financial assets:

A financial asset is primarily de-recognised
when the contractual rights to receive
cash flows from the asset have expired or
the Company has transferred its rights to
receive cash flows from the asset.

T. Derecognition of financial liabilities

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the
terms of an existing liability are substantially
modified, such an exchange or modification
is treated as the Derecognition of the original
liability and the recognition of a new liability. The
difference in the respective carrying amounts is
recognised in the statement of profit or loss.

U. Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

V. Non-Current Asset held for sale and
Discontinuing Operations:

The Company classifies non-current assets and
disposal groups as held for sale if their carrying
amounts will be recovered principally through a
sale/ distribution rather than through continuing
use. Actions required to complete the sale
should indicate that it is unlikely that significant
changes to the sale will be made or that the
decision to sell will be withdrawn. Management
must be committed to the sale expected
within one year from the date of classification.
For these purposes, sale transactions include
exchanges of non-current assets for other

non-current assets when the exchange has
commercial substance. The criteria for held for
sale classification is regarded met only when
the assets or disposal group is available for
immediate sale in its present condition, subject
only to terms that are usual and customary for
sales of such assets (or disposal groups), its sale
is highly probable; and it will genuinely be sold,
not abandoned. The Company treats sale of the
asset or disposal group to be highly probable
when:

• The appropriate level of management is
committed to a plan to sell the asset (or
disposal group),

• An active programme to locate a buyer
and complete the plan has been initiated (if
applicable),

• The asset (or disposal group) is being
actively marketed for sale at a price that
is reasonable in relation to its current fair
value,

• The sale is expected to qualify for
recognition as a completed sale within one
year from the date of classification,

and

• Actions required to complete the plan
indicate that it is unlikely that significant
changes to the plan will be made or that the
plan will be withdrawn.

Non-current assets held for sale and disposal
groups are measured at the lower of their
carrying amount and the fair value less costs to
sell. Assets and liabilities classified as held for sale
are presented separately in the balance sheet.
Property, plant and equipment and intangible
assets once classified as held for sale to owners
are not depreciated or amortised.

A discontinuing operation is a component of an
entity that is classified as held for sale, and:

- represents a separate major line of business
or geographical area of operations,

- is part of a single co-ordinated plan to
dispose of a separate major line of business
or geographical area of operations.

Discontinuing operations are excluded from
the results of continuing operations and are
presented as profit or loss before / after tax from
discontinuing operations in the statement of
profit and loss.

W. Foreign currencies

Transactions in foreign currencies are recorded
by the Company at their respective functional
currency at the exchange rates prevailing at
the date of the transaction first qualifies for
recognition. At the reporting date, monetary
assets and liabilities denominated in foreign
currency are restated at the prevailing exchange
rates.

Exchange differences arising on settlement or
translation of monetary items are recognised in
the Statement of Profit & Loss with the exception
of the following:

Non-monetary items that are measured at
historical cost in a foreign currency are translated
using the exchange rates at the date of initial
transactions. Non-monetary items measure at fair
value in a foreign currency are translated using
the exchange rates at the date when the fair
value is determined.

2.5 New and amended standards

(i) Amendments to Ind AS 21 - Lack of
exchangeability

The Ministry of Corporate Affairs (MCA) notified
the Companies (Indian Accounting Standards)
Amendment Rules, 2025, which amend Ind AS
21, The Effects of Changes in Foreign Exchange
Rates to specify how an entity should assess
whether a currency is exchangeable and how it
should determine a spot exchange rate when
exchangeability is lacking.

The amendments also require disclosure of
information that enables users of its financial
statements to understand how the currency not
being exchangeable into the other currency
affects, or is expected to affect, the entity's
financial performance, financial position and cash
flows.

The amendments are effective for annual
reporting periods beginning on or after 1 April
2025. When applying the amendments, an entity
cannot restate comparative information.

The amendments do not have a material impact
on the Company's financial statements.

(ii) Amendments to Ind AS 1 - Classification of
Liabilities as Current or Non-current and Non¬
current Liabilities with Covenants

In August 2025, the MCA notified amendments
to paragraphs 69 to 76 of Ind AS 1 to specify the
requirements for classifying liabilities as current
or non-current. The amendments clarify:

• What is meant by a right to defer settlement

• hat a right to defer must exist at the end of
the reporting period

• hat classification is unaffected by the
likelihood that an entity will exercise its
deferral right

• hat only if an embedded derivative in
a convertible liability is itself an equity
instrument would the terms of a liability not
impact its classification

In addition, a requirement has been introduced
to require disclosure when a liability arising from
a loan agreement is classified as non-current and
the entity's right to defer settlement is contingent
on compliance with future covenants within
twelve months.

If there is a breach of a material covenant of a
long term loan arrangement on or before the end
of the reporting period, resulting in the liability
becoming payable on demand as at the reporting
date, and the lender agrees—after the reporting
period but before the financial statements are
approved for issue—not to demand repayment
for at least 12 months as a consequence of the
breach, this shall be treated as an adjusting
event. Accordingly, the entity is not required to
classify the liability as current.

The amendments are effective for annual
reporting periods beginning on or after 1 April
2025 retrospectively in accordance with Ind AS 8.

The amendments do not have a material impact
on the Company's financial statements.

(iii) Amendments to Ind AS 7 and Ind AS 107 -
Supplier Finance Arrangements

In August 2025, the MCA notified amendments to
Ind AS 7 Statement of Cash Flows and Ind AS 107
Financial Instruments: Disclosures to clarify the
characteristics of supplier finance arrangements
and require additional disclosure of such

arrangements. The disclosure requirements in
the amendments are intended to assist users of
financial statements in understanding the effects
of supplier finance arrangements on an entity's
liabilities, cash flows and exposure to liquidity
risk.

The amendments do not have a material impact
on the Company's financial statements.

(iv) International Tax Reform—Pillar Two Model
Rules - Amendments to Ind AS 12

In August 2025, the MCA notified amendments
to Ind AS 12 Income Taxes in response to the
OECD's BEPS Pillar Two rules and include:

• A mandatory temporary exception to the
recognition and disclosure of deferred
taxes arising from the jurisdictional
implementation of the Pillar Two model
rules; and

• Disclosure requirements for affected entities
to help users of the financial statements
better understand an entity's exposure to
Pillar Two income taxes arising from that
legislation, particularly before its effective
date.

The mandatory temporary exception - the
use of which is required to be disclosed -
applies immediately. The remaining disclosure
requirements apply for annual reporting periods
beginning on or after 1 April 2025, but not for
any interim periods ending on or before 31
March 2026.

The amendments had no impact on the
Company's financial statements as the Company
is not in scope of the Pillar Two model rules.

2.6 Climate - related matters

The Company considers climate-related
matters in estimates and assumptions, where
appropriate. This assessment includes a wide
range of possible impacts on the Company due
to both physical and transition risks. Even though
the Company believes its business model and
products will still be viable after the transition
to a low-carbon economy, climate-related
matters increase the uncertainty in estimates
and assumptions underpinning several items in
the financial statements. Even though climate-
related risks might not currently have a significant
impact on measurement, the Company is closely
monitoring relevant changes and developments,
such as new climate-related legislation. The
items and considerations that are most directly
impacted by climate-related matters are Useful
life of property, plant and equipment and
Impairment of non-financial assets.

Notes:

a) During the year, the Company acquired an additional 1.94% stake in its subsidiary, Spice Money Limited, from a Class B
shareholder of the subsidiary on April 25, 2025, for a consideration of Rs. 449.90 lakhs.

b) During the year ended March 31, 2024, S Global Services Pte Limited ("SGS"), Singapore, the subsidiary of the Company
has invested an additional amount of Rs. 34.36 lakhs via right issue in DigiAsia Bios Pte Ltd ("DigiAsia"). The fair value of
investment at March 31,2024 was determined based on the right issue price, since no other basis was practically available.
This resulted in a gain of Rs. 3,779.64 lakhs which has been adjusted from provision for impairment. During the previous
year, the Company has observed significant volatility in the market share price of DigiAsia, and the market share price of
DigiAsia has reduced significantly leading to reduction in the fair value of the investment as at March 31, 2025 from its
carrying value. Consequently, the Company has recognised write down of Rs. 4,102.73 lakhs to the fair value less cost to
sell of Invesmtent in SGS which is classified as assets held for sale (discontinued operations).

c) During the previous year, the Company has transferred Investment in Vikasni Fintech Private Limited and E-Arth Travel
Solutions Private Limited from Assets held for sale to Investments due to change in management decision to continue with
these investments.

d) On January 15, 2024, Spice Money Limited (one of the subsidiary of the Company) has passed special resolution in extra¬
ordinary general meeting to change the terms of 3,30,00,000 Cumulative Compulsory Convertible Preference Shares
("CCCPS") issued and allotted as approved by the Shareholders vide resolution dated April 28, 2021 and the Board of
Directors resolution dated May 25, 2021, by converting them into 3,30,00,000 NCRPS. During the year, Spice Money
Limited has redeemed 100,00,000 NCRPS amounting to Rs. 1,000 lakhs (March 31,2025: 500 lakhs).

19. DISCONTINUED OPERATIONS

The Board of directors of DiGiSPICE Technologies Limited, in its meeting held on April 07, 2023, had approved, in principle,
to exit Digital Technology Services Business. This is in keeping with the repositioning of the overall group strategy to focus
on Financial Technology Services opportunities, mainly through its subsidiary Spice Money Limited ('Spice Money') and other
group entities. On July 1, 2024, the business operations of Digital Technology Services ('DTS') got completely discontinued,
except for certain assets held for sale/ disposal for which the management remains committed to its plan to sell the assets/
settle the liabilities in the near future. Consequently, Digital Technology Services segment has been classified as discontinued
operations and its results are given as below:

26. EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders of the Company by the
weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders (after adjusting impact on profit
of dilutive potential equity shares) by the aggregate of weighted average number of equity shares outstanding during the year
and the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares
into equity shares.

28. LEASES

1. Company as a Lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases
of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing
the right to use the underlying assets.

i) Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of
lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date
less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the
lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise
of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment.

ii) Lease Liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including in substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of
a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the
lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not
depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period
in which the event or condition that triggers the payment occurs.

2. Company as a lessor

The Company was not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a
lessor, except for a sub-lease. The Company accounted for its leases in accordance with Ind AS 116 from the date of
initial application. The Company does not have any significant impact on account of sub-lease on the application of this
standard.

The Company has leased out a portion of the office premises on operating lease. The lease term is for 12 years and
thereafter renewable on mutual agreement. There is no escalation clause in the lease agreement. There are no restrictions
imposed by lease arrangements.

29. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
A. Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. Nil
(March 31,2025: Rs. Nil).

*During the year, KMP has exercised Nil options (March 31, 2025: 6,00,000). Also, the Company has granted Nil options (March
31, 2025: 5,00,000) to persons who were KMP at any time during the financial year ended March 31, 2026, out of which nil
options has been lapsed (Till March 31,2025: 5,00,000) during the year, value of which shall be disclosed at the time of exercise
of options.

The Company has granted Stock Options to eligible employees, including Executive Directors and certain KMPs, under its
Employee Stock Option Schemes, 2018 [within the meaning of the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014]. Since such Stock Options are not tradeable, no perquisite, benefit is immediately
conferred upon the employee by grant of such Stock Options and accordingly the said grants have not been considered as
remuneration. However, in accordance with Ind AS -102 ' Share-based Payment', the Company has recorded employee benefits
expense by way of share based payments to employees attributable to Executive Directors and certain KMPs.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions.
Outstanding balances at the year-end are unsecured and interest free (except for loan given) and settlement occurs in cash. This
assessment for impairment of receivables relating to amounts owed by related parties is undertaken each financial year through
examining the financial position of the related parties.

32. SEGMENT INFORMATION

The Company's business activities fall within a single operating segment viz. "Digital Technology Services (DiGiSPICE)" and
accordingly, the disclosure requirement of Indian Accounting Standard (Ind AS-108) 'Operating Segments' prescribed under
Section 133 of the Companies Act, 2013 read with the relevant Rules issued thereunder is not applicable.

33. SHARE-BASED PAYMENTS

The Company has granted stock options under the DTL - Employee Stock Option Plan 2018 (ESOP) to the eligible employees
of the Company. Under ESOP, the Company has granted 2,13,81,000 options on September 18, 2018, 34,39,000 options on
February 05, 2019, 25,25,000 options on August 01, 2022 and 5,00,000 options on August 08, 2024. Vesting period shall be
as determined by the Committee at the time of grant but shall not be less than 1 year and it may extend upto 5 years from the
Grant Date in the manner and as per the vesting schedule prescribed by the Committee. The Employee Stock Options granted
may be exercised by the Option Grantee anytime after respective Vesting Date till Termination of employment, and such further
period, and in such tranches and proportion as provided under the ESOP Scheme or as may be decided by the Committee.
Each option when exercised would be converted into one fully paid-up equity share of Rs.3 each of the Company. The options
granted under ESOP carry no rights to dividends and voting rights till the date of exercise.

The fair value of the options are estimated at the grant dates using Black and Scholes Model, taking into account the terms and
conditions upon which the options were granted.

34B. Fair value hierarchy

The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:

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

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either
directly or indirectly.

Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable
market data.

The Company has assessed that the fair value of trade receivables, cash and cash equivalents, other bank balances, loans
(current), other current financial assets, trade payables, borrowings and other current financial liabilities approximate to their
carrying amounts largely due to the short-term maturities of these instruments. Where such items are non-current in nature, the
same has been classified as Level 3 and fair value determined present value. Similarly, unquoted equity instruments in subsidiary
company and associate company has been considered at cost less impairement, if any, and has been excluded in the fair value
measurement disclosed below.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions
were used to estimate the fair values:

- Borrowings are evaluated by the Company based on parameters such as interest rates and specific country risk
factors.

- The fair value of other financial liabilities is estimated by discounting future cash flows using rates currently available for
debt on similar terms, credit risk and remaining maturities.

- The fair values of the FVTPL quoted financial investments are derived from quoted market prices in active markets.

- The fair values of the Company's interest-bearing borrowings and loans are determined by using DCF method using
discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. No own non- performance risk
as at March 31,2026 was assessed.

The Company's principal financial liabilities, comprise borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance and support the Company's operations. The Company's principal financial assets include loans, trade and
other receivables, cash and cash equivalents and other bank balances that derive directly from its operations. The Company
also holds FVTPL investments and investment in subsidiary companies, associates and a joint venture measured at cost , unless
otherwise as stated.

The Company is exposed to market risk, credit risk and liquidity risk. The senior management of the Company advises on
financial risks and the appropriate financial risk governance framework. The senior management provides assurance that the
Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified,
measured and managed in accordance with the Company's policies and risk objectives. The Board of Directors reviews and
agrees on policies for managing each of these risks, which are summarised below.

1) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as
equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits.
Company is not affected by commodity risk and currency risk.

The sensitivity analysis in the following sections relate to the position as at March 31,2026 and March 31,2025.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to
the Company's operating activities (when revenue or expense is denominated in a foreign currency) and the Company's
net investments in foreign subsidiaries.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, LKR, SGD, NPR and BDT
exchange rates, with all other variables held constant. The impact on the Company's profit before tax due to changes
in the fair value of monetary assets and liabilities is given below. The Company's exposure to other foreign currency is
not material.

- Equity price risk

The Company's investment in unlisted equity securities are mainly in subsidiary companies which is susceptible to
impairement test as applicable. The Company does not engage in active trading of equity instruments. The Board of
Directors of Company reviews and approves all equity investment decisions.

At the reporting date, the exposure to unlisted equity securities at fair value is not material (excluding investment in
subsidiaries).

2) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including Loans, deposits with banks and financial institutions and other financial instruments.

- Trade receivables

Customer credit risk is managed by the Company's established credit policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and
individual credit limits are defined in accordance with this assessment and also based upon agreement/terms with
respective customers. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a
large number of minor receivables are categorized into homogenous trade receivables and assessed for impairment
collectively. The Company does not hold collateral as security. The Company evaluates the concentration of risk with
respect to trade receivables as generally low, as its customers are located in several jurisdictions and industries and
operate in largely independent markets except in case of few specific customers for which full loss allowances has been
made.

The Company has used a practical expedient and analysed the recoverable amount of the receivables on an individual
basis. The Company provide for expected loss allowance for financial assets based on historical credit loss experience
and adjustments for forward looking information's.

The following table provides information about exposure to credit risk and expected credit loss for trade receivables
for customers (excluding unbilled revenue).

3) Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of working
capital facility. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through
an adequate amount of committed credit facilities to meet obligations when due.

The table below summarises the maturity profile of the Company financial liabilities based on contractual undiscounted
payments.

- Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the
same geographical region, or have economic features that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative
sensitivity of the Company performance to developments affecting a particular industry.

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

- Collateral

The Company has pledged part of its fixed deposits with bank as margin money against issuance of bank/corporate
guarantees in order to fulfil the collateral requirements for its various contracts. At March 31,2026 and March 31,2025,
the fair values of fixed deposits lien marked were Rs. 280.57 lakhs and Rs. 474.69 lakhs respectively. The Company has
an obligation to repay the deposit to the counterparties upon settlement of the contracts. There are no other significant
terms and conditions associated with the use of collateral (refer note 12).

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management
is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing
ratio, which is net debt divided by total capital. The Company includes within net debt, interest bearing loans and borrowings
less cash and cash equivalents (excluding discontinued operations).

40. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company's standalone financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the Company's accounting policies, management has made the following judgements, which have
the most significant effect on the amounts recognised in the financial statements:

Lease liability and Right of Use assets

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a
lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including anticipated
renewals) and the applicable discount rate.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
described below. The Company based its assumptions and estimates on parameters available when the financial statements
were prepared. Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions
when they occur.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on
available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived
from the budget for future years and do not include restructuring activities that the Company is not yet committed to or
significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is
sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes.

Share based payments

The Company measures the cost of equity-settled transactions with employees using Black Scholes model to determine the

fair value of options. Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which is dependent on the terms and conditions relating to vesting of the grant. This estimate also requires
determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility
and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-
based payment transactions are disclosed in Note 33.

Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax
planning strategies.

The Company did not recognise deferred tax assets as it is probable that taxable profits will not be avaliable against which the
deductible temporary differences can be utilized.

Fair value measurement of financial instruments

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

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved
in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the yield on government bonds in currencies consistent with the currencies of the post¬
employment benefit obligation. The mortality rate is based on publicly available mortality tables for the specific countries.
Those mortality tables tend to change only at interval in response to demographic changes. Future, salary increases and gratuity
increases are based on expected future inflation rates.

Further details about gratuity obligations are given in Note 27.

Intangible asset under development

The Company capitalises intangible asset under development for project in accordance with the accounting policy. Initial
capitalisation of costs is based on management's judgement that technological and economic feasibility is confirmed, usually
when a product development project has reached a defined milestone according to an established project management model.
In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation
of the project, discount rates to be applied and the expected period of benefits.

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses
that are considered probable, an estimated loss is recorded as an accrual in financial statements. Liabilities which depend on
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, are not
provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote
are not disclosed in the financial statements. Contingent Assets are not recognized until the contingency has been resolved and
amounts are received or receivable.

Allowance for expected credit loss

Trade receivables do not carry any interest and are stated at their amortised cost as reduced by appropriate allowances
for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not to be
collectible. Allowance for the expected credit losses, which are the present value of the cash shortfall over the expected life of
the financial assets.

Useful lives of depreciable assets

The management estimates the useful life and residual value of depreciable assets based on technical assessment. These
assumptions are reviewed at each reporting date.

42. The management have identified SAP as accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded.
However, audit trail feature was not enabled till March 26, 2026, for direct database changes to SAP for users when using certain
access rights. Additionally, where audit trail (edit log) facility was enabled and operated in the previous years, the audit trail has
been preserved by the Company as per the statutory requirements for record retention. In relation to daily backup of books of
accounts maintained in electronic form, the Company has a process of taking daily backup of books of accounts, and the same
were retained and available for verification for full financial year.

43. The Company is not covered under the provisions of Section 135 of the Companies Act, 2013, therefore the disclosure required
under CSR is not applicable to the Company during the financial year.

44. The Board of Directors of the Company in their meeting on August 08, 2024, approved the proposed Scheme of Amalgamation
by way of merger of Spice Money Limited, E-Arth Travel Solutions Private Limited and Vikasni Fintech Private Limited (collectively
referred as 'Transferor Companies') with the Company ('Transferee Company') subject to necessary approval from the regulatory
authorities concerned, including those required, under Section 230 and 232 of the Companies Act 2013.

Further, the Company has received observation letter with "no adverse observations" from BSE Limited on September 18, 2025
and another observation letter with "no objection" from National Stock Exchange of India Limited on September 19, 2025 in
relation to the Scheme . NCLT has issued an order in the matter to, inter-alia, convene a meeting of the equity shareholders of
the Company and the Company will convene the same in due course.

The Scheme is conditional, inter-alia, upon the receipt of approval of the Scheme by NCLT and regulatory authorities; and
disposal of the equity shareholding of Transferee Company held by Independent Non-Promoter (Spice Employee Benefit) Trust
and Independent Non-Promoter Trust.

Subsequent to the scheme becoming effective upon approval of the Scheme by NCLT and any other regulatory authorities,
the Transferor Companies shall cease to exist, and the business operation shall continue under the Transferee Company.
Pending such approval, the standalone financial statements of the Company for the quarter and year ended March 31,2026 are
presented without giving effect to the said merger.

45. Additional regulatory information required by Schedule III to be disclosed in the financial statements:

(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 struck-off companies.

(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 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 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 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

(vii) The Company own immovable properties as on March 31,2026 & March 31,2025 details of which have been duly disclosed
under Note 4h. All the lease agreements are duly executed in favour of the company for building and office premises where
the company is the lessee.

(viii) There have been no acquisitions through business combinations and no change of amount due to revaluation of Property,
Plant and equipment and other intangible assets during the year ended March 31,2026 & March 31,2025.

(ix) The Company has complied with number of layers prescribed under the Companies Act, 2013.

(x) Compliance with Approved Scheme of Arrangements: The company has filed proposed Scheme of Amalgamation in
terms of section 230 to 237 of the Companies Act, 2013 but the same is yet to be approved by the concerned regulatory
authorities as on March 31,2026.

(xi) There have been no income or related assets which have not been recorded in the books of accounts, that have been
surrendered or disclosed as income in the tax assessments under Income Tax Act, 1961 during the year or any previous
years.

(xii) The Company is not declared as a wilful defaulter by any bank or financial institutions or other lender, in accordance with
the guidelines issued by the Reserve Bank of India, during the year ended March 31,2026 and March 31,2025.