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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 532668ISIN: INE132H01018INDUSTRY: IT Consulting & Software

BSE   ` 583.40   Open: 541.50   Today's Range 515.35
597.80
+44.60 (+ 7.64 %) Prev Close: 538.80 52 Week Range 530.30
1247.15
Year End :2026-03 

2.16. Provisions, Contingent Liabilities and Contingent
Assets

Provisions are recognized when the Company has a
present obligation (legal or constructive), as a result of

a past event, it is probable that an outflow of economic
benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the
obligation.

Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a
present obligation that arises from past events where it
is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of
the amount cannot be made.

Contingent Assets are disclosed only when an inflow of
economic benefit is probable

2.17. Cash and Cash Equivalents

Cash and cash equivalents comprise cash and deposit
with banks and corporations. The Company considers
all highly liquid investments with a remaining maturity
at the date of purchase of three months or less and
that are readily convertible to known amounts of cash
to be cash equivalents.

2.18. Financial Instruments:

A financial instrument is any contract that gives
rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial
instruments also include derivative contracts such as
foreign exchange forward contracts.

1) Measurement and Recognition of financial
instruments

The Company's accounting policies and
disclosures require measurement of fair values
for the financial instruments. The Company has
an established control framework with respect to
measurement of fair values. The management
regularly reviews significant unobservable
inputs and valuation adjustments. If third party
information, such as broker quotes or pricing
services, is used to measure fair values, then
the management assesses evidence obtained
from third parties to support the conclusion
that such valuations meet the requirements of
Ind AS, including level in the fair value hierarchy
in which such valuations should be classified.
When measuring the fair value of a financial
asset or a financial liability, the Company uses
observable market data as far as possible. Fair
values are categorised into different levels in a
fair value hierarchy based on the inputs used in
the valuation techniques as follows.

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

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

If inputs used to measure fair value of an asset
or a liability fall into different levels of fair value
hierarchy, then fair value measurement is
categorised in its entirety in the same level of
fair value hierarchy as the lowest level input that
is significant to the entire measurement. The
Company recognises transfers between levels
of fair value hierarchy at the end of the reporting
period during which the change has occurred.

2) Recognition

(i) Initial Measurement

Financial assets and liabilities are
recognised when the Company becomes
a party to the contractual provisions of
the instruments. Financial assets and
liabilities are initially measured at fair
value. Transaction costs that are directly
attributable to the acquisition or issue of
financial assets and financial liabilities
(other than financial assets and financial
liabilities at fair value through profit or loss)
are added to or deducted from the fair value
measured on initial recognition of financial
asset or financial liability. Transaction costs
directly attributable to the acquisition of
financial assets or financial liabilities at fair
value through profit or loss are recognised
in profit or loss.

(ii) Subsequent Measurement

(a) Financial Assets:

(i) Financial assets at amortised cost

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

(ii) Financial assets at fair value through other
comprehensive income (FVTOCI)

A financial asset is measured at FVTOCI if
it is held within a business model whose
objective is achieved by both collecting
contractual cash flows and selling financial
assets and the contractual terms of the
financial asset give rise on specified dates
to cash flows that are solely payments
of principal and interest on the principal
amount outstanding.

(iii) Financial assets at fair value through profit
or loss (FVTPL)

Financial assets are measured at FVTPL
unless they are measured at amortised
cost or at FVTOCI on initial recognition. The
transaction costs directly attributable to the
acquisition of financial assets and liabilities
at fair value through profit or loss are
immediately recognized in the statement
of profit and loss.

(iv) Derecognition

The Company derecognises a financial
asset when the rights to receive cash flows
from the asset have expired or it transfers
the right to receive the contractual cash
flow on the financial assets in a transaction
in which substantially all the risk and
rewards of ownership of the financial asset
are transferred.

(B) Financial Liabilities

All financial liabilities are recognized at fair value
and in case of loans, net of directly attributable
cost. Fees of recurring nature are directly
recognised in the Statement of Profit and Loss
as finance cost. Financial liabilities are carried
at amortized cost using the effective interest
method. For trade and other payables maturing
within one year from the balance sheet date, the
carrying amounts approximate fair value due to
the short maturity of these instruments.

Derecognition

The Company derecognizes a financial liability (or
a part of a financial liability) from the Company's
Balance Sheet when the obligation specified in
the contract is discharged or cancelled or expires.

(c) Equity instruments

An equity instrument is a contract that evidences
residual interest in the assets of the Company
after deducting all of its liabilities. The Company
is recognised equity instrument at the proceeds
received net off direct issue cost.

(d) 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

2.19 Impairment of Assets

i) Financial assets

The Company applies the expected credit
loss model for recognising impairment loss on
financial assets measured at amortised cost,
debt instruments classified as FVTOCI, trade
receivables, unbilled receivables and other
financial assets. Expected credit loss is the
difference between the contractual cash flows
and the cash flows that the entity expects to
receive discounted using the effective interest
rate. Loss allowances for trade receivables,
unbilled receivables and finance lease
receivables are measured at an amount equal
to lifetime expected credit loss. Lifetime expected
credit losses are the expected credit losses that
result from all possible default events over the
expected life of a financial instrument. Lifetime
expected credit loss is computed based on
a provision matrix which takes in to account,
risk profiling of customers and historical credit
loss experience adjusted for forward-looking
information. For other financial assets, expected
credit loss is measured at the amount equal to
twelve months expected credit loss unless there
has been a significant increase in credit risk
from initial recognition, in which case those are
measured at lifetime expected credit loss.

ii) Impairment of Investment in subsidiaries

The Company assesses investments in
subsidiaries for impairment whenever events
or changes in circumstances indicate that the
carrying amount of the investment may not be
recoverable. If any such indication exists, the
Company estimates the recoverable amount
of the investment in subsidiary. The recoverable
amount of such investment is the higher of its
fair value less cost of disposal ("FVLCD") and its
value-in-use ("VIU"). The VIU of the investment is
calculated using projected future cash flows. If
the recoverable amount of the investment is less
than its carrying amount, the carrying amount is
reduced to its recoverable amount. The reduction
is treated as an impairment loss and is recognized
in the statement of profit and loss.

iii) Non-financial assets

The Company assesses long-lived assets such
as property, plant and equipment, RoU assets
and intangible assets for impairment whenever
events or changes in circumstances indicate
that the carrying amount of an asset or group
of assets may not be recoverable. If any such
indication exists, the Company estimates the
recoverable amount of the asset or group of
assets.

Goodwill is tested for impairment at least
annually at the same time and when events
occur or changes in circumstances indicate that
the recoverable amount of the cash generating
unit is less than its carrying value. The goodwill
impairment test is performed at the level of cash¬
generating unit or groups of cash-generating
units, which represents the lowest level at which
goodwill is monitored for internal management
purposes.

2.20 Recent Pronouncements:

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended 31st
March, 2026, MCA has notified following Amendment to
Ind AS, applicable to the Company w.e.f. 1st April, 2025.

- Ind AS - 21 The Effects of Changes in Foreign Exchange
Rates - Lack of Exchangeability

- Ind AS 12 - Income Taxes relating to International
Tax Reform - Pillar Two Model Rules - Exception to
recognition and disclosure of deferred tax

- Amendments to Ind AS 7 - Cash flow statement and
Ind AS 107 - Financial Instrument - Disclosures relating
to supplier finance arrangements

- Ind AS 1 - Presentation of Financial Statements -
Classification of Liabilities as current or non-current
and non-current liabilities with covenants.

The Company has reviewed the new pronouncements
and based on its evaluation has determined that it
does not have any significant impact in its Standalone
financial statements.

The MCA has issued certain amendments to Indian
Accounting Standards which are not yet effective as at
31st March, 2026. The Company has not early adopted
any standard, interpretation or amendment that has
been issued but is not yet effective.

Note 5.1

i) I n order to support its wholly owned subsidiary (WOS) Aurionpro Payment Solutions Pvt. Ltd. (AuroPay) to
set up operations, ramp up the necessary infrastructure and also to meet the specific criteria of Net Worth
as required by RBI from time to time, during the year, the Company has made further investment and
subscribed to 1,00,00,000 (31 March, 2025: 2,00,00,000) compulsory Convertible Preference Shares of the
face value of ' 10/- each amounting to ' 1,000 lakhs (31 March, 2025: '2,000 lakhs) after obtaining approval
of the Investment Committee of the Board.

ii) During the previous year , pursuant to the approval of the Board of Directors dated 19/04/2024, the Company
acquired majority stake (67.75%) in Arya.ai operated under legal entity Lithasa Technologies Private Ltd for
an aggregate cash consideration of ' 12,509.03 Lakhs.

iii) During the previous year, pursuant to the approval of the Board of Directors on 24/07/2024, the Company
has entered into a share purchase agreement dated 02/09/2024 for acquisition of 100% stake in Skanan
Hardware Private Limited (Skanan) for consideration upto ' 1,859.57 Lakhs. The company has completed
the transaction during the quarter ended 30/09/2024 and acquired 14,080 Equity Shares representing 100%
stake in Skanan.

iv) During the previous year, the Company has acquired the balance 51% stake in Intellvisions Software LLC,
UAE through its Singapore based wholly owned subsidiary i.e. Aurionpro Solutions Pte Ltd at mutually
agreed considerations thereby making it wholly owned subsidiary of the Company. The transaction was
completed in accordance with applicable local regulatory requirements.

v) During the year, Pursuant to the approval of the Board of Directors on April 9, 2025, and subsequent
approval by the relevant committee on April 11, 2025, the Company acquired a 100% equity stake in Fintra
Software Private Limited for a total consideration of ' 2,300 Lakhs including a fixed consideration of ' 1,400
Lakhs, payable in one or more tranches.

vi) Arya AX AI has been incorporated as a Wholly Owned Subsidiary of the Company on October 23, 2024.

vii) Pursuant to a share swap arrangement for acquisition of 17.34% of the paid-up equity share capital of
InfrariskSG Pte. Ltd.('Infrarisk'), the Company has allotted 48,134 equity shares of face value of '10/- each to
the founders of Infrarisk. The Company has received listing approval from the stock exchanges on March
19, 2026 and trading approval on April 09, 2026 in respect of the aforesaid shares. Further the Company has
acquired balance 82.66% through its wholly owned subsidiary Aurionpro Solutions Pte. Ltd. (ASPL).

viii) During the previous year, the Company has written off other investment of E 9.03 lakhs.

ix) During the year, the Company infused USD 14,000,000 in Aurionpro Solutions Pte. Ltd. (ASPL), wholly owned
subsidiary. Pursuant to the said infusion, ASPL issued 21,10,419 (Twenty One Lakhs Ten Thousand Four Hundred
Nineteen) equity shares at a face value of SGD 8.60/- per share to the Company.

Note 16. Share Capital (contd.)

(2) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of '10 per share. Each holder of equity shares is
entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to
receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by
the shareholders.

(3) Details pertaining to aggregate number and class of shares allotted for consideration other than cash, bonus shares.

a) Pursuant to a share swap arrangement for acquisition of 17.34% of the paid-up equity share capital of InfrariskSG
Pte. Ltd.('Infrarisk'), the Company has allotted 48,134 equity shares of face value '10/- each to the founders of
Infrarisk. The Company has received listing approval from the stock exchanges on March 19, 2026 and trading
approval on April 09, 2026 in respect of the aforesaid shares.

b) During the previous year, Pursuant to the approval of the Board of Directors on 14/05/2024 and approval of the
shareholders of the Company on 14/06/2024, the Fund Raising Committee of the Board has made allotment of
2,76,06,765 equity shares of '10 each as fully paid-up Bonus shares on 28/06/2024 in the ratio of 1:1 i.e. 1 (One) new
fully paid-up Equity Shares of '10/-(Rupees Ten only) each for every 1(One) existing fully paid-up Equity Share
of '10/-(Rupees Ten only) each held by the eligible shareholders as on Record Date i.e. 27/06/2024 fixed for this
purpose.

4.1 Shares Issue under ESPS

Pursuant to the approval from the Board of Directors on 25/07/2022 and Shareholders on 26/09/2022, Aurionpro
Solutions Limited - Employee Stock Purchase Scheme 2022 ('ASL ESPS 2022') was instituted and Aurionpro Solutions Ltd
- Employee Benefit Trust ('ASL ESPS Trust') was formed to administer the ESPS plan. During the earlier year, the Company
has made allotment of 10,00,000 equity shares of ' 10 each to ASL ESPS Trust' on 15/05/2023 under ASL ESPS 2022. ASL ESPS
Trust is consolidated in the standalone financial statements of the Company.

The Board of Directors of the Company, at its meeting held on October 21, 2024, approved the Aurionpro Solutions
Limited - Employee Stock Option Scheme, 2024 ("ASL ESOP 2024”), comprising a total pool of 30,00,000 stock options.
The Scheme was subsequently approved by the shareholders of the Company at the Extraordinary General Meeting
held on January 22, 2025.

4.2 Qualified Institutional Placement ("QIP")

During previous year, pursuant to the approval of the Board of Directors dated 10/01/2024 for the Qualified Institutional
Placement ("QIP"), approval of the shareholders dated 07/02/2024 and post receipt of In-principle approval of the BSE
and NSE on 13/03/2024 the Company made allotment of 18,88,665 Equity Shares to the eligible Qualified Institutional
Buyers(”QIB") on 08/04/2024 at an issue price of ? 2,000 each for an aggregate subscription amount of ? 37,773.30 lakhs

Note 17. Other Equity (Contd.)

Note 17.1

(i) Capital Reserve

The Company recognises difference between the amount of consideration paid and net worth of acquired business as
capital reserve for common control business combination transactions.

(ii) Share Options Outstanding Account

Employee Share options reserve represents the cumulative expense recognized for equity-settled transactions at each
reporting date until the employee share options are exercised/expired upon which such amount is transferred to Profit
and Loss.

(iii) Securities Premium

Securities Premium Reserve is used to record premium on issuance of shares. The reserve is utilised in accordance with
provisions of the Companies Act, 2013.

(iv) Capital Redemption Reserve

As per Companies Act 2013, capital redemption reserve is created when company purchases it own shares out of
profits. A sum equal to nominal value of the shares so purchased is transferred to capital redemption reserve. The
reserve is utilized in accordance with the provisions of section 69 of Companies Act, 2013

(v) Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends
or other distributions paid to shareholders.

(vi) Other Comprehensive Income

Other Comprehensive Income refers to items of income and expenses that will and will not be reclassified to statement
of profit or loss.

(vii) Restructuring Reserve

Pursuant to the Demerger, the difference between the net assets & liabilities transferred is included in Restructuring
Reserve (after adjusting Capital Reserve & General Reserve).

Note 22.1

Terms of repayment

Current Loans from banks outstanding ? Nil (previous year ? Nil)

1) Secured by first pari passu charge on current assets and exclusive collateral charge on immovable properties
(Sanctioned Amount ? 2,500 Lakhs)

2) Secured by first pari passu charge on current assets (Sanctioned Amount ? 3,000 Lakhs)

3) Secured by bank deposit (Sanctioned Amount ? 50 Lakhs)

Note 37. Segment Reporting

The Company has presented segment information in the consolidated financial statements which are presented in the same
annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments
are presented in these standalone financial statements.

(i) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are
sufficient to meet the obligations related to lease liabilities as and when they fall due.

(ii) Rental expense recorded for short-term leases was ' 286.13 lakhs (Previous year: ' 202.76 lakhs) for the year ended 31
March 2026.

(iii) Effective interest rate in the range of 7 % to 11% has been applied to lease liabiliites recognised in the balance sheet at
the date of initial application.

(iv) Applied the exemption not to recognize right to use assets and liabilities for leases with less than 12 months of lease
term on the date of initial application and Leases for which the underlying asset is of low value.

Note 44. Employee Benefits

Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards provident fund, ESIC and other funds which is a defined contribution plan. The Company has no
obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss
as they accrue.

The Company has recognised charges of ^1,571.63 Lakhs (previous year: ^1,341.75 Lakhs) for provident fund, ESIC and other
funds is included in "Note 31 Employee Benefits Expense" in the Statement of Profit and Loss.

Defined Benefit plans

The Company has a scheme for payment of gratuity to all its employees in accordance with the provisions under the Code
on Social Security, 2020 or as per the Company Scheme, as applicable. Vesting occurs upon completion of contractual
period of continuous years of service as defined in the Code on Social Security,2020. The Company provides for period end
liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity
plan is a funded plan.

Note 45. Share Based Payments

a) Employee Option Plan

During the earlier year, the Company had launched the Employee Stock Purchase Scheme 2022 (Scheme). The scheme
was approved by the Board on July 25, 2022, and which was subsequently approved by the shareholders on September
26, 2022. The Company had established Aurionpro Solutions Ltd - Employee Benefit Trust (ASL ESPS Trust) to administer
the Scheme. On May 15, 2023, the company allotted 10,00,000 equity shares at ' 10 each to ASL ESPS trust to eligible
employees, for promoting employee participation in the company's growth.

The Board of Directors of the Company, at its meeting held on October 21, 2024, approved the Aurionpro Solutions
Limited - Employee Stock Option Scheme, 2024 ("ASL ESOP 2024”), comprising a total pool of 30,00,000 stock options.
The Scheme was subsequently approved by the shareholders of the Company at the Extraordinary General Meeting
held on January 22, 2025.

The core objective of the Scheme is to incentivize the employees to perform their best and enable them to enjoy the
benefits of the value created over a long run.

The share-based payments (options) to employees being equity-settled instruments were measured at the fair value
of the equity instruments of the Company at the grant date. The fair value determined at the grant date of the equity-
settled share-based payments was expensed on a straight-line basis over the vesting period, based on the Company's
estimate of equity instruments that will eventually vest, with a corresponding increase in Total Equity.

Note 46. Capital Management

Equity share capital and other equity are considered for the purpose of Company's capital management. The Company
manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The
capital structure of the Company is based on management's judgement of its strategic and day-to-day needs with a focus on
total equity so as to maintain investor, creditors and market confidence.

Note 47. Financial Instruments

(i) Valuation

All financial instruments are initially recognized and subsequently re-measured at fair value as described below:

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

The fair value of investment in quoted Equity Shares, Bonds, Government Securities, Treasury Bills and Mutual Funds is
measured at quoted price or NAV.

The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements
as described below:

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

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

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.

(ii) Financial risk management

The Company's business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk.

The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse
effects on its financial performance.

The Company's financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation
and the financial assets include trade receivables, deposits, cash and bank balances, other receivables etc. arising from
its operation.

A) Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices.Market prices comprise three types of risk: (a) Foreign currency rate risk, (b)interest rate
risk and (c) other price risks, such as equity price risk and commodity risk.

(a) 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 carrying amounts of the Company's net foreign currency
exposure denominated monetary assets and monetary liabilities at the end of the reporting period as follows:

Note 47. Financial Instruments (contd.)

(b) Interest Rate Risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the
risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases
where the borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the
future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to Interest Rate Risk

I nterest rate risk of the Company arises from borrowings. The Company endeavor to adopt a policy of ensuring that
maximum of its interest rate risk exposure is at fixed rate. The Company's interest-bearing financial instruments are
reported as below:

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for floating-rate instruments : Since floating-rate instruments is Nil, hence impact for the
reporting period is Nil.

(c) Other Price Risks

(i) Equity Price Risk

The Company is exposed to equity price risks arising from equity investments which is not material.

(ii) Derivative Financial Instruments

The Company does not hold derivative financial instruments

(B) Credit Risk

Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial
loss to the Company. To manage this, the Company periodically assesses the financial reliability of customers, taking
into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of
accounts receivable.

Note 47 Financial Instruments (contd.)

Trade Receivables

Our historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered
to be a single class of financial assets. Credit risk has always been managed by each business segment through
credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the
Company grants credit terms in the normal course of business.

Other Financial Assets

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial
institutions with high credit ratings assigned by international and/or domestic credit rating agencies. Investments
primarily include investment in liquid mutual fund units, quoted bonds issued by Government and Quasi Government
organizations and certificates of deposit which are funds deposited at a bank for a specified time period.

(c) Liquidity risk

Liquidity risk refers to risk of financial distress or extra ordinary high financing cost arising due to shortage of liquid funds
in a situation where business conditions unexpectedly deteriorate and require financing. The Company's objective is
to maintain at all times optimum levels of liquidity to meet its cash and collateral requirements. Processes and policies
related to such risk are overseen by senior management and management monitors the Company's net liquidity
position through rolling forecast on the basis of expected cash flows.

Definitions:

1 Current Ratio (in times) = Current Assets /Current Liabilities

2 Debt Equity Ratio (in times) = Borrowing / Equity

3 Debt Service Coverage Ratio (in times) = Earnings for debt service (Net Profit after tax Non-cash operating
expenses: depreciation and amortisation Finance Cost Exceptional Loss) / Debt service ( Interest & Lease
Payments Principal Repayments of long term borrowings)

4 Return on Equity Ratio (in %) = Net Profit After Tax / Shareholder equity

5 Inventory Turnover Ratio (in times) = Cost of goods sold / Average Inventory

6 Trade Receivables Turnover Ratio (in times) = Revenue from operations / Average Trade Receivables

7 Trade Payables Turnover Ratio (in times) = Operating Expenses and Other expenses / Average Trade Payables

8 Net Capital Turnover Ratio (in times) = Revenue from operations / Working Capital

9 Net Profit Ratio (in %) = Net Profit After Tax / Revenue from operations

10 Return on Capital Employed (in %) = Earnings before interest and tax / Capital employed (Net worth Long term

borrowings -Deferred tax assets)

11 Return on Investment (in %) = Interest income on bank deposits / Bank Fixed Deposits

Note 49 : Disclosure requirements as notified by MCA pursuant to amended Schedule III (contd.)

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

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

(iv) The Company has not been declared as a willful defaulter by any lender who has powers to declare a company as a
willful defaulter at any time during the financial year or after the end of reporting period but before the date when the
financial statements are approved.

(v) The Company does have any cases where quarterly returns or statements of current assets filed by the Company with
banks or financial institutions are not in agreement with the books of accounts. The difference between the quarterly
returns or statements filed by the Company with such banks or financial institution and the books of accounts of the
Company is not material in nature.

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

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

(viii) 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 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

(ix) 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"

(x) The Company does not have 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)

(xi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017

Note 50. Exceptional Items

(i) Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four Labour
codes, namely, The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020
and the Occupational Safety, Health and Working Conditions Code, 2020, collectively referred to as the "New Labour
Codes". Based on the requirements of New Labour Codes and relevant Accounting Standards, the Company has
estimated the liability for employee benefits, which has resulted in an incremental expense on account of recognition
of past service costs. Considering the material, one-time nature of the incremental amount, the Company has
presented the same as an "Exceptional Item". During the year ended March 31, 2026, the Company reassessed certain
assumptions relating to measurement of these liabilities which resulted into the expense of ' 596.03 Lakhs in the
"Exceptional item". The Company has considered restructured compensation of its employees with effect from April 1,
2026, and assessed the impact of the changes, consistent with the Labour Codes, draft rules, FAQs, and legal opinion.

Note 50. Exceptional Items (contd.)

(ii) During the previous year, the Company had entered into a Share Purchase Agreement with Aurionpro Holdings Pte Ltd
for sale of 100% shareholding of Integro Technologies Pte Ltd ('Integra') for a consideration of USD 10 million. As per the
valuation report obtained at the time of transaction, the fair value of shares of Integro was SG$ 13,504,572 (equivalent
to ? 5,916.35 Lakhs). The Company had repatriated US$ 10 million and realised ? 6,023.82 Lakhs on conversion which
was higher than fair value of equivalent ? 5,916.35 Lakhs as per the valuation report. However, as per RBI's view, since
the transaction was sale of shares of a Singapore Company i.e Integro, the fair value expressed in SG$ should have
been realized. Due to exchange rate difference between SGD and USD on the date of repatriation of consideration
as compared to the date of issue of valuation report, the realization of consideration was less by SG$ 938,301 (in SG$
terms) when compared with the fair value as per valuation report. Accordingly, the company has realised an additional
equivalent to SG$ 938,301 (^ 604.44 Lakhs) which is reflected as gain in exceptional item.

Note 51. Discontinued Operations

The Company has pursuant a sale plan of Nagpur Metro Auto Fare Collection ticketing projects- a unit of Build-Own-Operate-
Transfer (BOOT) AFC Projects and based on satisfaction of the criteria prescribed under Ind AS 105 Non-Current Assets Held for
Sale and Discontinued Operations', measured at the lower of carrying amount and fair value less costs to sell and have been
disclosed separately "held for sale” in the financial statements.

The Company has accounted these transactions in accordance with Ind AS 105 "Non current Assets Held for Sale and
Discontinued Operations" and Ind AS 103 "Business Combination".

Note 52. Assets and Liabilities held for Sale

Disclosure pursuant to Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations":

Assets held for sale as at 31 March 2026, includes mainly assets and liabilities related to Nagpur Metro Auto Fair Collection
ticketing project- a unit Build-Own-Operate-Transfer (BOOT) AFC Projects amounting to ' 2,416.38 Lacs.

Note 53. Audit Trail

The Company uses 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 accounting
software except that evidence of the audit trail feature being enabled and operated for direct changes to underlying database
of the ERP software. Further, there is no instance of audit trail feature being tampered with relevant to transactions recorded
in the accounting software where such feature is enabled.

Note 54. Proposed Dividend

The Board of Directors at its meeting held on May 11, 2026 have recommended payment of final dividend of
' 2/- (20%) per paid-up equity share of the face value of ' 10 each for the year ended March 31, 2026. This proposed dividend
is subject to approval of shareholders in the ensuing annual general meeting.

The Company has transferred ' 1.65 lakhs to investor education and protection fund during the year ended March 31, 2026.

Note 55. Prior Periods Comparative

The previous year figures have been regrouped / reclassified wherever necessary to make them comparable with those of
the current year.

Note 56. Authorisation of Financial Statements

The financial statements were approved by the Board of Directors on May 11, 2026.