Notes to Accounts of Keynote Financial Services Ltd.

Mar 31, 2025

(i) Provisions and contingencies

Provisions are recognised when the
Company has a present obligation (legal
or constructive) as a result of a past event,
it is probable that an outflow of resources
embodying economic benefits will be
required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. Provisions are measured at the
best estimate of the expenditure required to
settle the present obligation at each reporting
date.

Provisions are determined by discounting the
expected future cash flows (representing the
best estimate of the expenditure required to
settle the present obligation at the balance
sheet date) at a pre-tax rate that reflects
current market assessments of the time
value of money and the risks specific to the
liability. The unwinding of the discount is
recognized as finance cost. Expected future
operating losses are not provided for in the
standalone Ind AS financial statements.

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.

(j) Foreign currency translation
Functional and presentation currency

Items included in financial statements of the
Company are measured using the currency
of the primary economic environment in
which the Company operates (‘the functional
currency’). The financial statements are

presented in Indian Rupees (INR), which is
the Company’s functional and presentation
currency.

Transactions and balances

Foreign currency transactions are
translated into the functional currency
using the exchange rates at the dates of
the transactions. Foreign exchange gains
and losses resulting from the settlement of
such transactions and from the translation of
monetary assets and liabilities denominated
in foreign currencies at year end exchange
rates are recognized in profit or loss.

Non-monetary items that are measured at
fair value in a foreign currency are translated
using the exchange rates at the date when
the fair value was determined. Translation
differences on assets and liabilities carried
at fair value are reported as part of the fair
value gain or loss. For example, translation
differences on non-monetary assets and
liabilities such as equity instruments held at
fair value through profit or loss are recognized
in profit or loss as part of the fair value gain
or loss and translation differences on non¬
monetary assets such as equity investments
classified as FVOCI are recognized in other
comprehensive income.

(k) Employee benefits

(i) Short-term obligations

Short-term employee benefits are
recognised as an expense at the
undiscounted amount in the Statement
of Profit and Loss for the year in which
the related services are rendered.
The Company recognises the costs of
bonus payments when it has a present
obligation to make such payments as
a result of past events and a reliable
estimate of the obligation can be
made.

(ii) Post-employment obligations

(I) Defined contribution plans

(a) Provident Fund: The Company
recognises contribution payable to
the provident fund scheme as an
expense, when an employee renders
the related service. If the contribution
payable to the scheme for service
received before the balance sheet date
exceeds the contribution already paid,
the deficit payable to the scheme is
recognised as a liability after deducting
the contribution already paid. If the
contribution already paid exceeds the
contribution due for services received
before the balance sheet date, then
excess is recognised as an asset to the
extent that the pre-payment will lead
to, for example, a reduction in future
payment or a cash refund.

(b) Employees’ State Insurance: The

Company contributes to Employees
State Insurance Scheme and
recognises such contribution as an
expense in the Statement of Profit and
Loss in the period when services are
rendered by the employees.

(II) Defined benefit plans

(a) Gratuity: The Company makes
contribution to a Gratuity Fund
administered by trustees and managed
by LIC. The Company accounts its
liability for future gratuity benefits
based on actuarial valuation, as at the
Balance Sheet date, determined every
year by an independent actuary using
the Projected Unit Credit method.

Re-measurements, comprising of
actuarial gains and losses, the effect
of the asset ceiling, excluding amounts
included in net interest on the net
defined benefit liability and the return
on plan assets (excluding amounts

included in net interest on the net
defined benefit liability), 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.
Remeasurements are not reclassified
to profit or loss in subsequent periods.

Past service costs are recognised in
profit or loss on the earlier of:

(i) The date of the plan amendment or
curtailment, and

(ii) The date that the company recognises
related restructuring costs

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
standalone statement of profit and loss:

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

(ii) Net interest expense or income

(III) Other Long-term employee benefits

(a) Compensated absences - Privilege
leave entitlements are recognised
as a liability as per the rules of the
Company. The liability for accumulated
leaves which can be availed and/
or encashed at any time during the
tenure of employment is recognised
using the projected unit credit method
at the actuarially determined value by
an appointed independent actuary. The
liability for accumulated leaves which
is eligible for encashment within the
same calendar year is provided for
at prevailing salary rate for the entire
unavailed leave balance as at the
Balance Sheet date.

(l) Leases

(I) Operating lease as lessee - The

Company has adopted Ind AS 116
- “Leases” effective 1 April, 2019,
using the “full retrospective method”.
Further, the Company has applied
the standard to its leases with the full
impact recognised on the date of initial
application.

The Company’s lease asset classes
primarily consist of leases for office
premises. The Company assesses
whether a contract is or contains a
lease, at inception of a contract. A
contract is, or contains, a lease if the
contract conveys the right to control the
use of an identified asset for a period of
time in exchange for consideration. To
assess whether a contract conveys the
right to control the use of an identified
asset, the Company assesses whether:

(i) The contract involves the use of an
identified asset;

(ii) The Company has substantially all of
the economic benefits from use of the
asset through the period of the lease;
and

(iii) The Company has the right to direct
the use of the asset.

At the date of commencement of
the lease, the Company recognises
a right-of-use asset (“ROU”) and a
corresponding lease liability for all
lease arrangements in which it is a
lessee, except for leases with a term
of twelve months or less (short-term
leases) and leases of low value assets.
For these short-term and leases of low
value assets, the Company recognises
the lease payments as an operating

expense on a straight-line basis over
the term of the lease.

The right-of-use assets are initially
recognised at cost, which comprises
the initial amount of the lease liability
adjusted for any lease payments made
at or prior to the commencement date
of the lease plus any initial direct
costs less any lease incentives. They
are subsequently measured at cost
less accumulated depreciation and
impairment losses, if any. Right-of-
use assets are depreciated from the
commencement date on a straight-line
basis over the shorter of the lease term
and useful life of the underlying asset.

The lease liability is initially measured
at the present value of the future
lease payments. The lease payments
are discounted using the interest rate
implicit in the lease or, if not readily
determinable, using the incremental
borrowing rates. The lease liability
is subsequently remeasured by
increasing the carrying amount to
reflect interest on the lease liability,
reducing the carrying amount to reflect
the lease payments made.

A lease liability is remeasured upon the
occurrence of certain events such as a
change in the lease term or a change
in an index or rate used to determine
lease payments. The remeasurement
normally also adjusts the leased
assets.

Lease liability and ROU asset have
been separately presented in the
Balance Sheet and lease payments
have been classified as financing cash
flows.

(II) Operating lease as lessor: In respect
of assets given on operating lease,
lease rentals are recognised on a

straight- line basis over the term of
lease unless;

(i) Another systematic basis is more
representative of the time pattern in
which the benefit is derived from leased
asset; or

(ii) The payments to the lessor are
structured to increase in line with
the expected general inflation to
compensate the lessor’s expected
inflationary cost increases, in which
case the rental are recognised based
on contractual term.

(m) Income tax
Current tax

Current tax assets and liabilities for the
current and prior years are measured at the
amount expected to be recovered from, or
paid to, the taxation authorities. The tax rates
and tax laws used to compute the amount
are those that are enacted, or substantively
enacted, by the reporting date in the country
where the Company operates and generates
taxable income.

Current income tax relating to items
recognised outside profit or loss is recognised
outside profit or loss i.e either in other
comprehensive income or in equity. Current
tax items are recognised in correlation
to the underlying transaction either in
OCI or directly in equity. Management
periodically evaluates positions taken in
the tax returns with respect to situations in
which applicable tax regulations are subject
to interpretation and establishes provisions
where appropriate.

Minimum Alternate Tax

Minimum alternate tax (MAT) paid in a year is
charged to the statement of prout and loss as
current tax. The Company recognizes MAT
credit available as an asset only to the extent
that it is probable that the Company will

pay normal income tax during the specified
period, i.e., the period for which MAT credit is
allowed to be carried forward. In the year in
which the Company recognizes MAT credit
as an asset in accordance with the Guidance
Note on Accounting for Credit Available in
respect of Minimum Alternative Tax under
the Income-tax Act, 1961, the said asset is
created by way of credit to the statement of
profit and loss and shown as “MAT Credit
“ The Company reviews the MAT Credit
Entitlement asset at each reporting date
and writes down the asset to the extent
the Company does not have convincing
evidence that it will pay normal tax during
the speciued period.

Deferred Tax

Deferred tax is provided on temporary
differences at the reporting date between
the tax bases of assets and liabilities and
their carrying amounts for financial reporting
purposes.

Deferred tax liabilities are recognised for
all taxable temporary differences, except
in respect of taxable temporary differences
associated with investments in subsidiaries,
where the timing of the reversal of the
temporary differences can be controlled and
it is probable that the temporary differences
will not reverse in the foreseeable future.

Deferred tax assets are recognised for
all deductible temporary differences, the
carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are
recognised to the extent that it is probable
that taxable profit will be available against
which the deductible temporary differences,
and the carry forward of unused tax credits
and unused tax losses can be utilised,
except in respect of deductible temporary
differences associated with investments
in subsidiaries deferred tax assets are
recognised only to the extent that it is
probable that the temporary differences will

reverse in the foreseeable future and taxable
profit will be available against which the
temporary differences can be utilized.

The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable
that sufficient taxable profit will be available
to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting
date and are recognised to the extent that
it has become probable that future taxable
profits will allow the deferred tax asset to be
recovered.

Deferred tax assets and deferred tax
liabilities are offset if a legally enforceable
right exists to set off current tax assets
against current tax liabilities and the deferred
taxes relate to the same taxable entity and
the same taxation authority.

(n) Cash and cash equivalents

Cash and cash equivalents include cash
on hand, other short term, highly liquid
investments with original maturities of three
months or less that are readily convertible
to known amounts of cash and which are
subject to an insignificant risk of changes in
value.

(o) Financial instruments

A financial instrument is defined as any
contract that gives rise to a financial asset
of one entity and a financial liability or
equity instrument of another entity. Trade
receivables and payables, loan receivables,
investments in securities and subsidiaries,
debt securities and other borrowings,
preferential and equity capital etc. are some
examples of financial instruments.

All the financial instruments are recognised
on the date when the Company becomes
party to the contractual provisions of the
financial instruments. For tradable securities,

the Company recognises the financial
instruments on settlement date.

Initial recognition and measurement:

Financial assets and financial liabilities
are recognized when the entity becomes
a party to the contractual provisions of the
instrument. Regular way purchases and
sales of financial assets are recognized on
trade-date, the date on which the Company
commits to purchase or sell the asset.

At initial recognition, the Company measures
a financial asset or financial liability at its
fair value plus or minus, in the case of a
financial asset or financial liability not at fair
value through profit or loss, transaction costs
that are incremental and directly attributable
to the acquisition or issue of the financial
asset or financial liability. Transaction costs
of financial assets and financial liabilities
carried at fair value through profit or loss are
expensed in profit or loss. Immediately after
initial recognition, an expected credit loss
allowance (ECL) is recognized for financial
assets measured at amortised cost.

When the fair value of financial assets and
liabilities differs from the transaction price on
initial recognition, the entity recognizes the
difference as follows:

(a) When the fair value is evidenced by
a quoted price in an active market
for an identical asset or liability (i.e. a
Level 1 input) or based on a valuation
technique that uses only data from
observable markets, the difference is
recognized as a gain or loss.

(b) In all other cases, the difference is
deferred and the timing of recognition
of deferred day one profit or loss is
determined individually. It is either
amortized over the life of the instrument,
deferred until the instrument’s fair
value can be determined using market

observable inputs, or realized through
settlement.

When the Company revises the estimates
of future cash flows, the carrying amount of
the respective financial assets or financial
liability is adjusted to reflect the new estimate
discounted using the original effective
interest rate. Any changes are recognized
in profit or loss.

Classification and subsequent
measurement

The Company classifies its financial
assets as subsequently measured at either
amortised cost or fair value depending on the
Company’s business model for managing
the financial assets and the contractual cash
flow characteristics of the financial assets.

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

(i) The asset is held within a business
model whose objective is to hold them
to collect contractual cash flows; and

(ii) 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 amount
outstanding.

The Company has applied Ind AS 109 and
classifies its financial assets in the following
measurement categories:

- Amortised cost

- Fair value through profit or loss
(FVTPL); or

- Fair value through other comprehensive
income (FVOCI)

Such financial assets are subsequently
measured at amortised cost using the
Effective Interest rate method. Financial
assets are subsequently measured at
fair value through other comprehensive

income if these financial assets are held
within a business model whose objective
is achieved by both collecting contractual
cash flows and selling financial assets and
the contractual terms of financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on
principal and the interest on the principal
outstanding. Any financial instrument, which
does not meet the criteria for categorisation
as amortized cost or as Fair Value Through
Other Comprehensive Income (FVTOCI),
is classified as at Fair Value Through P&L
(FVTPL). In addition, the Company may
elect to classify a debt instrument, which
otherwise meets amortized cost or FVTOCI
criteria, as at FVTPL. However, such
election is allowed only if doing so reduces
or eliminates a measurement or recognition
inconsistency (referred to as ‘accounting
mismatch’). Debt instruments included within
the FVTPL category are measured at fair
value with all changes recognised in the
profit and loss.

Financial liabilities are classified at amortised
cost or FVTPL. A financial liability is classified
as at FVTPL if it is classified as held for
trading, or it is a derivative or it is designated
as such on initial recognition. Financial
liabilities at FVTPL are measured at fair
value and net gains and losses, including
any interest expense, are recognised in
profit or loss. Other financial liabilities are
subsequently measured at amortised cost
using the effective interest method. Interest
expense and foreign exchange gains and
losses are recognised in profit or loss.
Any gain or loss on derecognition is also
recognised in Statement of Profit or loss.

Equity Investments

The Company accounts for equity
investments in subsidiaries at cost less
impairment.

All other equity investments are measured
at fair value, with value changes recognised
in Statement of Profit and Loss, except
for those equity investments for which
the Company has elected to present the
value changes in ‘Other Comprehensive
Income’. However, dividend on such equity
investments are recognised in Statement of
Profit and loss when the Company’s right to
receive payment is established.

Fair Value Hierarchy

Some of the Company’s assets and liabilities
are measured at fair value for financial
reporting purpose. 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.

Information about the valuation techniques
and inputs used in determining the fair value
of various assets and liabilities are disclosed
in Note 49 of the standalone Ind AS financial
statements.

Impairment of Financial Assets

The Company applies expected credit
loss (ECL) model for measurement and
recognition of loss allowance on the following:

(i) Trade receivables

(ii) Financial assets measured at amortised
cost (other than trade receivables)

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

In case of trade receivables, the Company
follows a simplified approach wherein an
amount equal to lifetime ECL is measured
and recognised as loss allowance.

In case of other assets (listed as ii and iii
above), the Company determines if there
has been a significant increase in credit risk

of the financial asset since initial recognition
If the credit risk of such assets has not
increased significantly, an amount equal to
12-month ECL is measured and recognised
as loss allowance. However, if credit risk has
increased significantly, an amount equal to
lifetime ECL is measured and recognised as
loss allowance.

Subsequently, if the credit quality of the
financial asset improves such that there is
no longer a significant increase in credit risk
since initial recognition, the Company reverts
to recognising impairment loss allowance
based on 12-month ECL.

ECL is the difference between all contractual
cash flows that are due to the Company in
accordance with thecontract and all the cash
flows that the Company expects to receive
(i.e. all cash shortfalls), discounted at the
original effective interest rate.

Lifetime ECL are the expected credit losses
resulting from all possible default events
over the expected life of a financial asset.
12-month ECL are a portion of the lifetime
ECL which result from default events that are
possible within 12 months from the reporting
date.

ECL are measured in a manner that they
reflect unbiased and probability weighted
amounts determined by a range of outcomes,
taking into account the time value of money
and other reasonable information available
as a result of past events, current conditions
and forecasts of future economic conditions.

As a practical expedient, the Company uses
a provision matrix to measure lifetime ECL
on its portfolio of trade receivables.

The provision matrix is prepared based on
historically observed default rates over the
expected life of trade receivables and is
adjusted for forward-looking estimates. At
each reporting date, the historically observed
default rates and changes in the forward¬
looking estimates are updated.

Write-offs

The Company reduces the gross carrying
amount of a financial asset when the
Company has no reasonable expectations
of recovering a financial asset in its entirety
or a portion thereof. This is generally the
case when the Company determines that the
borrower does not have assets or sources of
income that could generate sufficient cash
fiows to repay the amounts subjected to
write-offs. Any subsequent recoveries are
credited to the statement of profit and loss.

De-recognition of financial instruments

(a) Financial asset - A financial asset or a
part thereof is primarily de-recognised
when:

(i) The right to receive contractual cash
flows from the asset has expired, or

(ii) The Company has transferred its right
to receive cash flows from the asset
or has assumed an obligation to pay
the received cash flows in full without
material delay to a third party under a
‘pass-through’ arrangement; and either:

(a) The Company has transferred
substantially all the risks and rewards
of the asset, or

(b) The Company has neither transferred
nor retained substantially all the risks
and rewards of the asset, but has
transferred control of the asset.

If the Company enters into transactions
whereby it transfers assets recognised
on its balance sheet, but retains all or
substantially all the risks and rewards of
the transferred assets, the transferred
assets are not de-recognised.On de¬
recognition of a financial asset, the
difference between the carrying amount

of the asset and the consideration
received is recognised in profit or loss.

(b) Financial liabilities: The Company de¬
recognises a financial liability when its
contractual obligations are discharged,
cancelled or expired.

Offsetting of financial instruments

Financial assets and liabilities are offset and
the net amount is reported in the balance
sheet where there is a legally enforceable
right to offset the recognised amounts and
there is an intention to settle on a net basis
or realise the asset and settle the liability
simultaneously. The legally enforceable right
must not be contingent on future events and
must be enforceable in the normal course
of business and in the event of default,
insolvency or bankruptcy of the Company
or the counterparty.

(p) Revenue Recognition

The Company recognises revenue from
contracts with customers based on a five-
step model asset out in Ind AS 115, Revenue
from Contracts with Customers, to determine
when to recognize revenue and at what
amount. Revenue is measured based on
the consideration specified in the contract
with a customer. Revenue from contracts
with customers is recognised when services
are provided and it is highly probable that
a significant reversal of revenue is not
expected to occur.

Revenue is measured at fair value of
the consideration received or receivable.
Revenue is recognised when (or as) the
Company satisfies a performance obligation
by transferring a promised service (i.e. an
asset) to a customer. An asset is transferred
when (or as) the customer obtains control of
that asset

Step 1: Identify contract(s) with a customer: A
contract is defined as an agreement between

two or more parties that creates enforceable
rights and obligations and sets out the criteria
for every contract that must be met.

Step 2: Identify performance obligations in
the contract: A performance obligation is
a promise in a contract with a customer to
transfer a good or service to the customer.

Step 3: Determine the transaction price:
The transaction price is the amount of
consideration to which the Company expects
to be entitled in exchange for transferring
promised goods or services to a customer,
excluding amounts collected on behalf of
third parties.

Step 4: Allocate the transaction price to the
performance obligations in the contract:
For a contract that has more than one
performance obligation, the Company
allocates the transaction price to each
performance obligation in an amount that
depicts the amount of consideration to
which the Company expects to be entitled
in exchange for satisfying each performance
obligation.

Step 5: Recognise revenue when (or as) the
Company satisfies a performance obligation.

(i) Interest income - Interest income is
recognised using the effective interest rate
(EIR) method by considering all contractual
terms of the financial instrument in estimating
the cash flows.

(ii) Dividend income - Dividend income
(including from FVOCI investments) is
recognised when the Company’s right
to receive the payment is established, it
is probable that the economic benefits
associated with the dividend will flow to the
entity and the amount of the dividend can be
measured reliably. This is generally when the
shareholders approve the dividend.

(iii) Net gain on fair value changes - Financial
assets are subsequently measured at fair
value through profit or loss (FVTPL) or

fair value through other comprehensive
income (FVOCI), as applicable. The
Company recognises gains/losses on fair
value changeof financial assets measured
as FVTPL and realised gains/losses on
derecognition of financial asset measured
at FVTPL and FVOCI.

(iv) Sale of services - Income from services
(including other operating revenues) are
recognized with reference to achievement
of milestones defined in the corresponding
engagement or mandate letters entered with
counter party which reflects the stage of each
performance obligation.

(v) Dividend income - The Company recognises
dividend income in the statement of profit
or loss on the date that the Company’s
right to receive payment is established,
it is probable that the economic benefits
associated with the dividend will flow to the
entity and the amount of dividend can be
reliably measured. This is generally when
the shareholders approve the dividend.

(vi) Contract Balances

Trade Receivables - A receivable represents
the Company’s right to an amount of
consideration that is unconditional.

Unbilled Revenue - Unbilled revenue
represents value of services performed in
accordance with reference to achievement
of milestones defined in the corresponding
engagement or mandate letters entered with
counter party with the contract terms but not
billed.

Contract Liabilities - A contract liability is
the obligation to transfer goods or services
to a customer for which the Company has
received consideration (or an amount of
consideration is due) from the customer. If
a customer pays consideration before the
Company transfers goods or services to the
customer, a contract liability is recognised

when the payment is made or the payment
is due (whichever is earlier). Contract
liabilities are recognised as revenue when
the Company performs under the contract.

(q) Cash flow statement

Cash flows are reported using the indirect
method, where by profit / (loss) before tax
is adjusted for the effects of transactions
of non-cash nature and any deferrals or
accruals of past or future cash receipts or
payments.

For the purpose of the Statement of Cash
Flows, cash and cash equivalents as defined
above, as they are considered an integral
part of cash management of the company.

(r) Earnings per share

Basic Earnings Per Share is calculated by
dividing the net profit or loss for the period
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the period.

The weighted average number of equity
shares outstanding during the period and
for all periods presented is adjusted for
events, such as bonus shares, other than the
conversion of potential equity shares, that
have changed the number of equity shares
outstanding, without a corresponding change
in resources. For the purpose of calculating
diluted earnings per share, the net profit
or loss for the period attributable to equity
shareholders and the weighted average
number of shares outstanding during the
period is adjusted for the effects of all dilutive
potential equity shares.

(s) Dividends

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

consequently approved by the shareholders
of the company.

(t) Segment information

Operating segments are those components
of the business whose operating results are
regularly reviewed by the chief operating
decision making body in the Company to
make decisions for performance assessment
and resource allocation.

The reporting of segment information is the
same as provided to the management for the
purpose of the performance assessment and
resource allocation to the segments

The accounting policies adopted for Segment
reporting are in line with the accounting
policies of the company with the following
additional policies:

Revenue and expenses have been identified
to segments on the basis of their relationship
to the operating activities of the Segment.
Revenue and expenses, which relate to the
enterprise as a whole and are not allocable
to Segments on a reasonable basis have
been included under “Un-allocable”.

Assets and liabilities have been identified to
segments on the basis of their relationship
to the operating activities of the Segment.
Assets and liabilities, which relate to the
enterprise as a whole and are not allocable
to Segments on a reasonable basis have
been included under “Un-allocable”.

(u) Events after reporting date

Where events occurring after the balance
sheet date provide evidence of conditions
that existed at the end of the reporting period,

the impact of such events is adjusted within
the financial statements. Otherwise, events
after the balance sheet date of material size
or nature are only disclosed.

(v) Critical estimates and judgements

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

This note provides an overview of the areas
that involved a higher degree of judgement or
complexity, and items which are more likely
to be materially adjusted due to estimates
and assumptions turning out to be different
than those originally assessed. Detailed
information about each of these estimates
and judgements is included in relevant notes
together with information about the basis of
calculation for each affected line item in the
financial statements.

The areas involving critical estimates or
judgement are:

(i) Estimated useful life of PPE - refer Note
2(d) and 11

(ii) Estimation of tax expenses and tax
payable - refer Note 2(m) and 46

(iii) Fair value of financial instruments - refer
Note 2(o) and 48

(iv) Estimation of Defined benefit obligations
- refer Note 2(k) and 44

(v) Probable outcome of matters included
under Contingent Liabilities - refer note
2(i) and 33.

---

Mar 31, 2024

(i) Provisions and contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be

required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at each reporting date.

Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. Expected future operating losses are not provided for in the standalone Ind AS financial statements.

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.

(j) Foreign currency translation

Functional and presentation currency

Items included in financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). The financial statements are presented in Indian Rupees (INR), which is the Company’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains

and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognized in profit or loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equity instruments held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on nonmonetary assets such as equity investments classified as FVOCI are recognized in other comprehensive income.

(k) Employee benefits

(i) Short-term obligations

Short-term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered. The Company recognises the costs of bonus payments when it has a present obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made.

(ii) Post-employment obligations

(I) Defined contribution plans

(a) Provident Fund: The Company recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is

recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

(b) Employees'' State Insurance: The

Company contributes to Employees State Insurance Scheme and recognises such contribution as an expense in the Statement of Profit and Loss in the period when services are rendered by the employees.

(II) Defined benefit plans

(a) Gratuity: The Company makes contribution to a Gratuity Fund administered by trustees and managed by LIC. The Company accounts its liability for future gratuity benefits based on actuarial valuation, as at the Balance Sheet date, determined every year by an independent actuary using the Projected Unit Credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), 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. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

(i) The date of the plan amendment or curtailment, and

(ii) The date that the company recognises related restructuring costs

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 standalone statement of profit and loss:

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

(ii) Net interest expense or income

(III) Other Long-term employee benefits

(a) Compensated absences - Privilege leave entitlements are recognised as a liability as per the rules of the Company. The liability for accumulated leaves which can be availed and/ or encashed at any time during the tenure of employment is recognised using the projected unit credit method at the actuarially determined value by an appointed independent actuary. The liability for accumulated leaves which is eligible for encashment within the same calendar year is provided for at prevailing salary rate for the entire unavailed leave balance as at the Balance Sheet date.

(l) Leases

(I) Operating lease as lessee - The

Company has adopted Ind AS 116 - “Leases” effective 1 April, 2019, using the “full retrospective method”. Further, the Company has applied the standard to its leases with the full impact recognised on the date of initial application.

The Company’s lease asset classes primarily consist of leases for office

premises. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) The contract involves the use of an identified asset;

(ii) The Company has substantially all of the economic benefits from use of the asset through the period of the lease; and

(iii) The Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

(II) Operating lease as lessor: In respect of assets given on operating lease, lease rentals are recognised on a straight- line basis over the term of lease unless;

(i) Another systematic basis is more representative of the time pattern in which the benefit is derived from leased asset; or

(ii) The payments to the lessor are structured to increase in line with the expected general inflation to compensate the lessor''s expected inflationary cost increases, in which case the rental are recognised based on contractual term.

(m) Income tax

Current tax

Current tax assets and liabilities for the

current and prior years are measured at the

amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, by the reporting date in the country where the Company operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss i.e either in other comprehensive income or in equity. Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Minimum Alternate Tax

Minimum alternate tax (MAT) paid in a year is charged to the statement of prout and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that it is probable that the Company will pay normal income tax during the speciued period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of prout and loss and shown as “MAT Credit” The Company reviews the MAT Credit Entitlement asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the speciued period.

Deferred Tax

Deferred tax is provided on temporary differences at the reporting date between

the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except in respect of deductible temporary differences associated with investments in subsidiaries deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(n) Cash and cash equivalents

Cash and cash equivalents include cash on hand, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(o) Financial instruments

A financial instrument is defined as any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Trade receivables and payables, loan receivables, investments in securities and subsidiaries, debt securities and other borrowings, preferential and equity capital etc. are some examples of financial instruments.

All the financial instruments are recognised on the date when the Company becomes party to the contractual provisions of the financial instruments. For tradable securities, the Company recognises the financial instruments on settlement date.

Initial recognition and measurement:

Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Company commits to purchase or sell the asset.

At initial recognition, the Company measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss. Immediately after

initial recognition, an expected credit loss allowance (ECL) is recognized for financial assets measured at amortised cost.

When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the entity recognizes the difference as follows:

(a) When the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1 input) or based on a valuation technique that uses only data from observable markets, the difference is recognized as a gain or loss.

(b) In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or loss is determined individually. It is either amortized over the life of the instrument, deferred until the instrument’s fair value can be determined using market observable inputs, or realized through settlement.

When the Company revises the estimates of future cash flows, the carrying amount of the respective financial assets or financial liability is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are recognized in profit or loss.

Classification and subsequent measurement

The Company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

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

(i) The asset is held within a business model whose objective is to hold them to collect contractual cash flows; and

(ii) 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 amount outstanding.

The Company has applied Ind AS 109 and classifies its financial assets in the following

measurement categories:

- Amortised cost

- Fair value through profit or loss (FVTPL); or

- Fair value through other comprehensive income (FVOCI)

Such financial assets are subsequently measured at amortised cost using the Effective Interest rate method. Financial assets are subsequently measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on principal and the interest on the principal outstanding. Any financial instrument, which does not meet the criteria for categorisation as amortized cost or as Fair Value Through Other Comprehensive Income (FVTOCI), is classified as at Fair Value Through P&L (FVTPL). In addition, the Company may elect to classify a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the profit and loss.

Financial liabilities are classified at amortised cost or FVTPL. A financial liability is classified

as at FVTPL if it is classified as held for trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in Statement of Profit or loss.

Equity Investments

The Company accounts for equity investments in subsidiaries at cost less impairment.

All other equity investments are measured at fair value, with value changes recognised in Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in ‘Other Comprehensive Income’. However, dividend on such equity investments are recognised in Statement of Profit and loss when the Company’s right to receive payment is established.

Fair Value Hierarchy

Some of the Company’s assets and liabilities are measured at fair value for financial reporting purpose. 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.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in Note 49of the standalone Ind AS financial statements.

Impairment of Financial Assets

The Company applies expected credit loss (ECL) model for measurement and recognition of loss allowance on the following:

(i) Trade receivables

(ii) Financial assets measured at amortised cost (other than trade receivables)

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

In case of trade receivables, the Company follows a simplified approach wherein an amount equal to lifetime ECL is measured and recognised as loss allowance.

In case of other assets (listed as ii and iii above), the Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.

Subsequently, if the credit quality of the financial asset improves such that there is no longer a significant increase in credit risk since initial recognition, the Company reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with thecontract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial asset. 12-month ECL are a portion of the lifetime

ECL which result from default events that are possible within 12 months from the reporting date.

ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range of outcomes, taking into account the time value of money and other reasonable information available as a result of past events, current conditions and forecasts of future economic conditions.

As a practical expedient, the Company uses a provision matrix to measure lifetime ECL on its portfolio of trade receivables.

The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. At each reporting date, the historically observed default rates and changes in the forwardlooking estimates are updated.

Write-offs

The Company reduces the gross carrying amount of a financial asset when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Company determines that the borrower does not have assets or sources of income that could generate sufficient cash fiows to repay the amounts subjected to write-offs. Any subsequent recoveries are credited to the statement of profit and loss.

De-recognition of financial instruments

(a) Financial asset - A financial asset or a part thereof is primarily de-recognised when:

(i) The right to receive contractual cash flows from the asset has expired, or

(ii) The Company has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:

(a) The Company has transferred substantially all the risks and rewards of the asset, or

(b) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains all or substantially all the risks and rewards of the transferred assets, the transferred assets are not de-recognised.On de-recognition of a financial asset, the difference between the carrying amount of the asset and the consideration received is recognised in profit or loss.

(b) Financial liabilities: The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

(p) Revenue Recognition

The Company recognises revenue from contracts with customers based on a five-step model asset out in Ind AS 115, Revenue from Contracts with Customers, to determine when to recognize revenue and at what amount. Revenue is measured based on the consideration specified in the contract with a customer. Revenue from contracts with customers is recognised when services are provided and it is highly probable that a significant reversal of revenue is not expected to occur.

Revenue is measured at fair value of the consideration received or receivable. Revenue is recognised when (or as) the Company satisfies a performance obligation by transferring a promised service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset

Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.

Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.

Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company

allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.

Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation.

(i) Interest income - Interest income is recognised using the effective interest rate (EIR) method by considering all contractual terms of the financial instrument in estimating the cash flows.

(ii) Dividend income - Dividend income (including from FVOCI investments) is recognised when the Company''s right to receive the payment is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of the dividend can be measured reliably. This is generally when the shareholders approve the dividend.

(iii) Net gain on fair value changes - Financial assets are subsequently measured at fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI), as applicable. The Company recognises gains/losses on fair value changeof financial assets measured as FVTPL and realised gains/losses on derecognition of financial asset measured at FVTPL and FVOCI.

(iv) Sale of services - Income from services (including other operating revenues) are recognized with reference to achievement of milestones defined in the corresponding engagement or mandate letters entered with counter party which reflects the stage of each performance obligation.

(v) Dividend income - The Company recognises dividend income in the statement of profit

or loss on the date that the Company''s right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of dividend can be reliably measured. This is generally when the shareholders approve the dividend.

(vi) Contract Balances

Trade Receivables - A receivable represents the Company’s right to an amount of consideration that is unconditional.

Unbilled Revenue - Unbilled revenue represents value of services performed in accordance with reference to achievement of milestones defined in the corresponding engagement or mandate letters entered with counter party with the contract terms but not billed.

Contract Liabilities - A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.

(q) Cash flow statement

Cash flows are reported using the indirect method, where by profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

For the purpose of the Statement of Cash Flows, cash and cash equivalents as defined above, as they are considered an

integral part of cash management of the company.

(r) Earnings per share

Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

(s) Dividends

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

(t) Segment information

Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Company to make decisions for performance assessment and resource allocation.

The reporting of segment information is the same as provided to the management for the

purpose of the performance assessment and resource allocation to the segments

The accounting policies adopted for Segment reporting are in line with the accounting policies of the company with the following additional policies:

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the Segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to Segments on a reasonable basis have been included under “Un-allocable”.

Assets and liabilities have been identified to segments on the basis of their relationship to the operating activities of the Segment. Assets and liabilities, which relate to the enterprise as a whole and are not allocable to Segments on a reasonable basis have been included under “Un-allocable”.

(u) Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

(v) Critical estimates and judgements

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

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and items which are more likely to be materially adjusted due to estimates

and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates or judgement are:

(i) Estimated useful life of PPE - refer Note 2(d) and 11

(ii) Estimation of tax expenses and tax payable - refer Note 2(m) and 46

(iii) Fair value of financial instruments - refer Note 2(o) and 48

(iv) Estimation of Defined benefit obligations - refer Note 2(k) and 44

(v) Probable outcome of matters included under Contingent Liabilities - refer note 2(i) and 33

Notes:

1. The Company has a defined benefit gratuity plan in India (funded). The company’s defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund. The fund is managed by a trust which is governed by the Board of Trustees. The Board of Trustees are responsible for the administration of the plan assets and for the definition of the investment strategy.A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by rule 103 of Income Tax Rules, 1962.

2. Risks associated with defined benefit plan

Gratuity is a defined benefit plan and company is exposed to the following risks:

(a) Investment risk : The present value of the defined benefit plan

liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

(b) Interest rate risk : A fall in the discount rate which is linked to the G. Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Notes to the Standalone Ind AS financial statements (Currency: Indian Rupees in Lakhs)

(c) Asset Liability Matching (ALM) Risk : The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

(d) Salary risk : The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan’s liability.

(e) Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

(f) Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

3. During the year, there were no plan amendments, curtailments and settlements.

4. The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

5. Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the estimated term of the obligation

(iii) Other Long-term employee benefits:

Notes:

1. The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

2. Discount rate is based on the prevailing market yields of Indian Government Securities as at the Balance Sheet date for the estimated term of the obligation.

45 Disclosures as required by Indian Accounting Standard (Ind AS) 24 -Related Party Disclosures

Disclosure of related parties/related party transactions pursuant to Ind AS 24 - “Related Party Disclosures” are as follows:

(i) List of related parties identified by Management with whom transaction have taken place during financial year ended 31 March 2024 and 31 March 2023

(a) Enterprise where control exist Keynote Capitals Limited - Subsidiary Keynote Fincorp Limited - Subsidiary

Keynote Trust - Keynote Financial Services Limited is the sole beneficiary

(b) Key Managerial Personnel

Mr. Vineet Suchanti - Managing Director & Chief Financial Officer Mrs. Rinku Suchanti - Whole-time Director

Mr. Uday S. Patil - Whole-time Director & Chief Financial Officer till 31st March 2024

Ms. Simran Kashela - Company Secretary

Ms. Renita Crasto - Company Secretary till 2nd December 2022

(c) Relatives of Key Managerial Personnel

Mrs. Pushpa Suchanti Mr. Nirmal Suchanti Mr. Vivek Suchanti

(d) Enterprise over which Key Managerial Personnel / Relatives of Key Managerial Personnel exercise significant influence

Concept Communication Limited

Concept Production Limited

Nirmal Suchanti - HUF

NSS Digital Media Limited

Maple Leaf Trading and Services Ltd-Associate

46 Tax expense

The Company pays taxes according to the rates applicable in India. Most taxes are recorded in the income statement and relate to taxes payable for the reporting period (current tax), but there is also a charge or credit relating to tax payable for future periods due to income or expenses being recognised in a different period for tax and accounting purposes (deferred tax).

The Company provides for current tax according to the tax laws of India using tax rates that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns in respect of situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A deferred tax asset is recognised when it is considered recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of underlying temporary differences can be deducted.Deferred tax is measured at the average tax rates that are

49 Fair value measurement (continued)

Notes:

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

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

Level 2 - Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 - Inputs are based on unobservable market data.

2. The fair values of the financial assets and liabilities are 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.

3. There is no fair value gains / losses on financial instruments designated under FVOCI.

4. There is no case of any fair value measurement of the investment categorised under level 3 hierarchy.

5. The following methods and assumptions were used to estimate the fair

values:

(a) Fair value of cash and short-term loans and deposits, trade and other short term receivables, trade payables, other current liabilities, shortterm borrowings approximate their carrying amounts largely due to short term maturities of these instruments.

(b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

(c) The fair values for security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as

Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter party credit risk.

(d) Loans have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. Investments in subsidiaries have fair values that approximate to their carrying amounts.

(e) Employee loans and security deposits are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(f) The fair values of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

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

(h) All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.

6. There have been no transfers between different levels of the fair value measurement hierarchy during the year ended 31 March 2024 and 31 March 2023.

50 Capital Management

The Company adheres to a disciplined Capital Management framework in order to maintain a strong balance sheet. The objectives when managing capital are to:

1. Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other

stakeholders, and

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

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 or sell assets to reduce debt. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through loans and operating cash flows generated. The Company monitors the capital using the debt equity ratio (net gearing ratio).

Net debt includes borrowings net of cash and bank balances and total equity comprises of equity share capital, security premium and other equity attributable to equity shareholders.

Considering there are no borrowings (including debt securities) as of the Balance Sheet date (P.Y: NIL ), the net gearing ratio has not been calculated and accordingly have not been disclosed with respected to financial years presented in the standalone Ind AS financial statements.

51 Financial risk management

The Company’s business activities are exposed to a variety of financial risks, namely credit risk, liquidity risk and market risk. Further, it is also subject to various operating and business risks. While the risk is inherent in the Company''s activities, it is managed through an integrated risk management framework, including ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company’s continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. Additionally, the Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.

(A) Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwardinglooking information such as:

(i) Actual or expected significant adverse changes in business,

(ii) Actual or expected significant changes in the operating results of the

counterparty,

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

(iv) Significant increase in credit risk on other financial instruments of the same counterparty

(v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit

enhancements

Credit information is regularly shared between businesses and finance function, with a framework in place to quickly identify, respond and recognise cases of credit deterioration.

Credit risk with respect to the company arises primarily from financial assets such as trade receivables, investments, balances with banks, loans & other receivables and other financial assets.

Trade receivables, loans and inter corporate deposits

The Company measures the expected credit loss (ECL) of trade receivables and loans / inter corporate deposits given, based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. The Company''s senior management has established accounts receivable policy under which customer accounts are regularly monitored. Based on the historical data, loss on collection of receivable provision is considered. Also, refer the significant accounting policies’ for accounting policy on Financial Instruments.

In addition to the above, the Company applies the Ind AS 109 simplified approach to measuring expected credit losses (ECLs) for trade receivables at an amount equal to lifetime ECLs. Further, the movement in the ECL has been disclosed under Note 38 of the standalone Ind AS financial statements.

Other financial assets

These include financial assets such as cash and bank balances, investments, term deposits, security deposits etc.Credit risk from balance with banks (including term deposits), investments is managed in accordance with the Company’s approved investment policies. Investment of surplus funds are made only with approved counterparties and within the credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on a regular basis and the said limits gets revised as and when appropriate. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through the counterparty’s potential failure to make payments.

The Company’s maximum exposure to credit risk for the components of the Balance Sheet (including exceptions, if any) as at 31 March 2024 and 31 March 2023 is the carrying value as illustrated the respective notes of the standalone Ind AS financial statements.

(B) Liquidity risk

Liquidity risk is defined as the risk that the company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the company might be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flows under both normal and stress circumstances. Such scenarios could occur when funding needed for illiquid asset positions is not available to the company on acceptable terms. To limit this risk, management has arranged for diversified funding sources such as investing its surplus funds in short term liquid assets in bank deposits and liquid mutual funds. The company has developed internal control processes and contingency plans for managing liquidity risk. This incorporates an assessment of expected cash flows and the availability of unencumbered receivables which could be used to secure funding by way of assignment if required. The company also has lines of credit that it can access to meet liquidity needs.

Refer Note 52 for analysis of maturities of financial assets and financial liabilities.

(C) Market risk

(i) 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 currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee. The exposure to the Company on holding financial assets (receivables) and liabilities (payables) other than in their functional currency amounted to INR NIL (P.Y: INR 92,374 net receivables).

In respect of the foreign currency transactions, the Company does not hedge the exposures since the management believes that the same is insignificant in nature and will not have a material impact on the Company.

The Company’s exposure to foreign currency risk at the end of reporting period is shown under Note 43 of the standalone Ind AS financial statements.

A 5% strengthening of the Indian Rupee against key currencies to which the Company is exposed would have led to approximately an additional net gains of INR NIL in the Standalone Statement of Profit and Loss (P.Y: net loss of INR 4,619). A 5% weakening of the Indian Rupee against these currencies would have led to an equal but opposite effect.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimise the Company’s position with regards to interest income and interest expenses and to manage the interest rate risk, the company’s senior management have devised a policy of a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. The Company is exposed to Interest risk if the fair value or future cash flows of its financial instruments will fluctuate as a result of changes in market interest rates. 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.

Interest rate change does not affect significantly interest bearing investments and loans given and therefore the Company’s exposure to the risk of changes

in market interest rates relates primarily to the Company''s deposits with banks. The Company has laid policies and guidelines to minimise impact of interest rate risk.

A 0.50% decrease in interest rates would have led to approximately an additional loss of INR 484 in the Standalone Statement of Profit and Loss (P.Y: loss of INR 349). A 0.50% increase in interest rates would have led to an equal but opposite effect.

(iii) Price risks

The Company is exposed to market price risk, which arises from FVTPL and FVOCI investments. The management monitors the proportion of these investments in its investment portfolio based on market indices. Material investments within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the appropriate authority.

A 1% increase in prices would have led to approximately an additional gain of INR 41,66,225 in the Standalone Statement of Profit and Loss (P.Y: gain of INR 25,01,048). A 1% decrease in prices would have led to an equal but opposite effect.

56 Sharing of costs

The company shares certain operating costs with a subsidiary - Keynote Capitals Limited. These costs have been recovered from the subsidiary on a basis mutually agreed between them, which has been relied upon by the Auditors.

57 Changes in liabilities arising from financing activities

The Company does not have any financing activities which affect the capital and asset structure of the company without the use of cash and cash equivalents

58 Transferred financial assets that are derecognised in their entirety but where the Company has continuing involvement

The Company

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Mar 31, 2023

(i) Provisions and contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at each reporting date.

Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. Expected future operating losses are not provided for in the standalone Ind AS financial statements.

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.

(j) Foreign currency translation Functional and presentation currency

Items included in financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency''). The financial statements are presented in Indian Rupees (INR), which is the Company''s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognized in profit or loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equity instruments held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on nonmonetary assets such as equity investments classified as FVOCI are recognized in other comprehensive income.

(k) Employee benefits

(i) Short-term obligations

Short-term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered. The Company recognises the costs of bonus payments when it has a present obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made.

(ii) Post-employment obligations

(I) Defined contribution plans

(a) Provident Fund: The Company recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

(b) Employees'' State Insurance: The

Company contributes to Employees State Insurance Scheme and recognises such contribution as an expense in the Statement of Profit and Loss in the period when services are rendered by the employees.

(II) Defined benefit plans

(a) Gratuity: The Company makes contribution to a Gratuity Fund administered by trustees and managed by LIC. The Company accounts its liability for future gratuity benefits based on actuarial valuation, as at the Balance Sheet date, determined every year by an independent actuary using the Projected Unit Credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), 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. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

(i) The date of the plan amendment or curtailment, and

(ii) The date that the company recognises related restructuring costs

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 standalone statement of profit and loss:

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

(ii) Net interest expense or income

(III) Other Long-term employee benefits

(a) Compensated absences - Privilege leave entitlements are recognised as a liability as per the rules of the Company. The liability for accumulated leaves which can be availed and/ or encashed at any time during the tenure of employment is recognised using the projected unit credit method at the actuarially determined value by an appointed independent actuary. The liability for accumulated leaves which is eligible for encashment within the same calendar year is provided for at prevailing salary rate for the entire unavailed leave balance as at the Balance Sheet date.

(l) Leases

(I) Operating lease as lessee - The

Company has adopted Ind AS 116 - “Leases” effective 1 April, 2019, using the “full retrospective method”. Further, the Company has applied the standard to its leases with the full impact recognised on the date of initial application.

The Company''s lease asset classes primarily consist of leases for office premises. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) The contract involves the use of an identified asset;

(ii) The Company has substantially all of the economic benefits from use of the asset through the period of the lease; and

(iii) The Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

(II) Operating lease as lessor: In respect of assets given on operating lease, lease rentals are recognised on a straight- line basis over the term of lease unless;

(i) Another systematic basis is more representative of the time pattern in which the benefit is derived from leased asset; or

(ii) The payments to the lessor are structured to increase in line with the expected general inflation to compensate the lessor''s expected inflationary cost increases, in which case the rental are recognised based on contractual term.

(m) Income tax Current tax

Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, by the reporting date in the country where the Company operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss i.e either in other comprehensive income or in equity. Current

tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Minimum Alternate Tax

Minimum alternate tax (MAT) paid in a year is charged to the statement of prout and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that it is probable that the Company will pay normal income tax during the speciued period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of prout and loss and shown as “MAT Credit “ The Company reviews the MAT Credit Entitlement asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the speciued period.

Deferred Tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are

recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except in respect of deductible temporary differences associated with investments in subsidiaries deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(n) Cash and cash equivalents

Cash and cash equivalents include cash on hand, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(o) Financial instruments

A financial instrument is defined as any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Trade receivables and payables, loan receivables, investments in securities and subsidiaries, debt securities and other borrowings, preferential and equity capital etc. are some examples of financial instruments.

All the financial instruments are recognised on the date when the Company becomes party to the contractual provisions of the financial instruments. For tradable securities, the Company recognises the financial instruments on settlement date.

Initial recognition and measurement:

Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Company commits to purchase or sell the asset.

At initial recognition, the Company measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss. Immediately after initial recognition, an expected credit loss allowance (ECL) is recognized for financial assets measured at amortised cost.

When the fair value of financial assets and liabilities differs from the transaction price on initial recognition, the entity recognizes the difference as follows:

(a) When the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1 input) or based on a valuation technique that uses only data from observable markets, the difference is recognized as a gain or loss.

(b) In all other cases, the difference is deferred and the timing of recognition of deferred day one profit or loss is determined individually. It is either amortized over the life of the instrument, deferred until the instrument''s fair value can be determined using market observable inputs, or realized through settlement.

When the Company revises the estimates of future cash flows, the carrying amount of the respective financial assets or financial liability is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are recognized in profit or loss.

Classification and subsequent measurement

The Company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

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

(i) The asset is held within a business model whose objective is to hold them to collect contractual cash flows; and

(ii) 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 amount outstanding.

The Company has applied Ind AS 109 and classifies its financial assets in the following measurement categories:

- Amortised cost

- Fair value through profit or loss (FVTPL); or

- Fair value through other comprehensive income (FVOCI)

Such financial assets are subsequently measured at amortised cost using the Effective Interest rate method. Financial assets are subsequently measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on

principal and the interest on the principal outstanding. Any financial instrument, which does not meet the criteria for categorisation as amortized cost or as Fair Value Through Other Comprehensive Income (FVTOCI), is classified as at Fair Value Through P&L (FVTPL). In addition, the Company may elect to classify a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the profit and loss.

Financial liabilities are classified at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held for trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in Statement of Profit or loss.

Equity Investments

The Company accounts for equity investments in subsidiaries at cost less impairment.

All other equity investments are measured at fair value, with value changes recognised in Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in ‘Other Comprehensive Income’. However, dividend on such equity investments are recognised in Statement of Profit and loss when the Company’s right to receive payment is established.

Fair Value Hierarchy

Some of the Company’s assets and liabilities are measured at fair value for financial reporting purpose. 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.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in Note 49of the standalone Ind AS financial statements.

Impairment of Financial Assets

The Company applies expected credit loss (ECL) model for measurement and recognition of loss allowance on the following:

(i) Trade receivables

(ii) Financial assets measured at amortised cost (other than trade receivables)

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

In case of trade receivables, the Company follows a simplified approach wherein an amount equal to lifetime ECL is measured and recognised as loss allowance.

In case of other assets (listed as ii and iii above), the Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.

Subsequently, if the credit quality of the financial asset improves such that there is no longer a significant increase in credit risk since initial recognition, the Company reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the Company in

accordance with thecontract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial asset. 12-month ECL are a portion of the lifetime ECL which result from default events that are possible within 12 months from the reporting date.

ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range of outcomes, taking into account the time value of money and other reasonable information available as a result of past events, current conditions and forecasts of future economic conditions.

As a practical expedient, the Company uses a provision matrix to measure lifetime ECL on its portfolio of trade receivables.

The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. At each reporting date, the historically observed default rates and changes in the forwardlooking estimates are updated.

Write-offs

The Company reduces the gross carrying amount of a financial asset when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Company determines that the borrower does not have assets or sources of income that could generate sufucient cash uows to repay the amounts subjected to write-offs. Any subsequent recoveries are credited to the statement of prout and loss.

De-recognition of financial instruments

(a) Financial asset - A financial asset or a part thereof is primarily de-recognised when:

(i) The right to receive contractual cash flows from the asset has expired, or

(ii) The Company has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either:

(a) The Company has transferred substantially all the risks and rewards of the asset, or

(b) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains all or substantially all the risks and rewards of the transferred assets, the transferred assets are not de-recognised.On de-recognition of a financial asset, the difference between the carrying amount of the asset and the consideration received is recognised in profit or loss.

(b) Financial liabilities: The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

(p) Revenue Recognition

The Company recognises revenue from contracts with customers based on a five-step model asset out in Ind AS 115, Revenue from Contracts with Customers, to determine when to recognize revenue and at what amount. Revenue is measured based on the consideration specified in the contract

with a customer. Revenue from contracts with customers is recognised when services are provided and it is highly probable that a significant reversal of revenue is not expected to occur.

Revenue is measured at fair value of the consideration received or receivable. Revenue is recognised when (or as) the Company satisfies a performance obligation by transferring a promised service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset

Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met.

Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.

Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

Step 4: Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation.

Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation.

(i) Interest income - Interest income is recognised using the effective interest rate (EIR) method by considering all contractual terms of the financial instrument in estimating the cash flows.

(ii) Dividend income - Dividend income

(including from FVOCI investments) is recognised when the Company''s right to receive the payment is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of the dividend can be measured reliably. This is generally when the shareholders approve the dividend.

(iii) Net gain on fair value changes -

Financial assets are subsequently measured at fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI), as applicable. The Company recognises gains/losses on fair value changeof financial assets measured as FVTPL and realised gains/losses on derecognition of financial asset measured at FVTPL and FVOCI.

(iv) Sale of services - Income from services (including other operating revenues) are recognized with reference to achievement of milestones defined in the corresponding engagement or mandate letters entered with counter party which reflects the stage of each performance obligation.

(v) Dividend income - The Company recognises dividend income in the statement of profit or loss on the date that the Company''s right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of dividend can be reliably measured. This is generally when the shareholders approve the dividend.

(vi) Contract Balances

Trade Receivables - A receivable represents the Company''s right to an amount of consideration that is unconditional.

Unbilled Revenue - Unbilled revenue represents value of services performed in accordance with reference to achievement of milestones defined

in the corresponding engagement or mandate letters entered with counter party with the contract terms but not billed.

Contract Liabilities - A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.

(q) Cash flow statement

Cash flows are reported using the indirect method, where by profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

For the purpose of the Statement of Cash Flows, cash and cash equivalents as defined above, as they are considered an integral part of cash management of the company.

(r) Earnings per share

Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive

potential equity shares.

(s) Dividends

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

(t) Segment information

Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Company to make decisions for performance assessment and resource allocation.

The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments

The accounting policies adopted for Segment reporting are in line with the accounting policies of the company with the following additional policies:

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the Segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to Segments on a reasonable basis have been included under “Un-allocable”.

Assets and liabilities have been identified to segments on the basis of their relationship to the operating activities of the Segment. Assets and liabilities, which relate to the enterprise as a whole and are not allocable to Segments on a reasonable basis have been included under “Un-allocable”.

(u) Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

(v) Critical estimates and judgements

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

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates or

judgement are:

(i) Estimated useful life of PPE - refer Note 2(d) and 11

(ii) Estimation of tax expenses and tax payable - refer Note 2(m) and 47

(iii) Fair value of financial instruments - refer Note 2(o) and 49

(iv) Estimation of Defined benefit obligations - refer Note 2(k) and 45

(v) Probable outcome of matters included under Contingent Liabilities - refer note 2(i) and 34

Notes:

1 The Company has not funded its Compensated Absences liability and the same continues to remain as unfunded as at 31 March 2023.

2. The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.

3. Discount rate is based on the prevailing market yields of Indian Government Securities as at the Balance Sheet date for the estimated term of the obligation.

46 Disclosures as required by Indian Accounting Standard (Ind AS) 24 -Related Party Disclosures

Disclosure of related parties/related party transactions pursuant to Ind AS 24 - “Related Party Disclosures” are as follows:

(i) List of related parties identified by Management with whom transaction have taken place during financial year ended 31 March 2023 and 31 March 2022

(a) Enterprise where control exist Keynote Capitals Limited - Subsidiary Keynote Fincorp Limited - Subsidiary

Keynote Trust - Keynote Financial Services Limited is the sole beneficiary

(b) Key Managerial Personnel

Mr. Vineet Suchanti - Managing Director

Mrs. Rinku Suchanti - Whole-time Director

Mr. Uday S. Patil - Whole-time Director & Chief Financial Officer

Ms. Simran Kashela - Company Secretary

Ms. Renita Crasto - Company Secretary

(c) Relatives of Key Managerial Personnel

Mrs. Pushpa Suchanti Mr. Nirmal Suchanti Mr. Vivek Suchanti

(d) Enterprise over which Key Managerial Personnel / Relatives of Key Managerial Personnel exercise significant influence

Concept Communication Limited Concept Production Limited Nirmal Suchanti - HUF NSS Digital Media Limited

50 Fair value measurement

Notes:

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

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

Level 2 - Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 - Inputs are based on unobservable market data.

2. The fair values of the financial assets and liabilities are 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.

3. There is no fair value gains / losses on financial instruments designated under FVOCI.

4. There is no case of any fair value measurement of the investment categorised under level 3 hierarchy.

5. The following methods and assumptions were used to estimate the fair values:

(a) Fair value of cash and short-term loans and deposits, trade and other short term receivables, trade payables, other current liabilities, shortterm borrowings approximate their carrying amounts largely due to short term maturities of these instruments.

(b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

(c) The fair values for security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter party credit risk.

(d) Loans have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows

using rates currently available for debt on similar terms, credit risk and remaining maturities. Investments in subsidiaries have fair values that approximate to their carrying amounts.

(e) Employee loans and security deposits are valued using Level 3 techniques. A change in one or more of the inputs to reasonably possible alternative assumptions would not change the value significantly.

(f) The fair values of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

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

(h) All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.

6. There have been no transfers between different levels of the fair value measurement hierarchy during the year ended 31 March 2023 and 31 March 2022.

51 Capital Management

The Company adheres to a disciplined Capital Management framework in order to maintain a strong balance sheet. The objectives when managing capital are to:

1. Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

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

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 or sell assets to reduce debt. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through loans and operating cash flows generated. The Company monitors the capital using the debt equity ratio (net gearing ratio).

Net debt includes borrowings net of cash and bank balances and total equity comprises of equity share capital, security premium and other equity attributable to equity shareholders.

Considering there are no borrowings (including debt securities) as of the Balance Sheet date (P.Y: NIL ), the net gearing ratio has not been calculated and accordingly have not been disclosed with respected to financial years presented in the standalone Ind AS financial statements.

52 Financial risk management

The Company’s business activities are exposed to a variety of financial risks, namely credit risk, liquidity risk and market risk. Further, it is also subject to various operating and business risks. While the risk is inherent in the Company’s activities, it is managed through an integrated risk management framework, including ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company’s continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her responsibilities. Additionally, the Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.

(A) Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwardinglooking information such as:

(i) Actual or expected significant adverse changes in business,

(ii) Actual or expected significant changes in the operating results of the counterparty,

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

(iv) Significant increase in credit risk on other financial instruments of the same counterparty

(v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements

Credit information is regularly shared between businesses and finance function, with a framework in place to quickly identify, respond and recognise cases of credit deterioration.

Credit risk with respect to the company arises primarily from financial assets such as trade receivables, investments, balances with banks, loans & other receivables and other financial assets.

Trade receivables, loans and inter corporate deposits

The Company measures the expected credit loss (ECL) of trade receivables and loans / inter corporate deposits given, based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. The Company’s senior management has established accounts receivable policy under which customer accounts are regularly monitored. Based on the historical data, loss on collection of receivable provision is considered. Also, refer the significant accounting policies’ for accounting policy on Financial Instruments.

In addition to the above, the Company applies the Ind AS 109 simplified approach to measuring expected credit losses (ECLs) for trade receivables at an amount equal to lifetime ECLs. Further, the movement in the ECL has been disclosed under Note 38 of the standalone Ind AS financial statements.

Other financial assets

These include financial assets such as cash and bank balances, investments, term deposits, security deposits etc.Credit risk from balance with banks (including term deposits), investments is managed in accordance with the Company’s approved investment policies. Investment of surplus funds are made only with approved counterparties and within the credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on a regular basis and the said limits gets revised as and when appropriate. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through the counterparty’s potential failure to make payments.

The Company’s maximum exposure to credit risk for the components of the Balance Sheet (including exceptions, if any) as at 31 March 2023 and 31 March 2022 is the carrying value as illustrated the respective notes of the standalone Ind AS financial statements.

(B) Liquidity risk

Liquidity risk is defined as the risk that the company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the company might be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flows under both normal and stress circumstances. Such scenarios could occur when funding needed for illiquid asset positions is not available to the company on acceptable terms. To limit this risk, management has arranged for diversified funding sources such as investing its surplus funds in short term liquid assets in bank deposits and liquid mutual funds. The company has developed internal control processes and contingency plans for managing liquidity risk. This incorporates an assessment of expected cash flows and the availability of unencumbered receivables which could be used to secure funding by way of assignment if required. The company also has lines of credit that it can access to meet liquidity needs.

Refer Note 52 for analysis of maturities of financial assets and financial liabilities.

(C) Market risk

(i) 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 currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee. The exposure to the Company on holding financial assets (receivables) and liabilities (payables) other than in their functional currency amounted to INR 92,374 net receivable (P.Y: INR 86,272 net receivables).

In respect of the foreign currency transactions, the Company does not hedge the exposures since the management believes that the same is insignificant in nature and will not have a material impact on the Company.

The Company’s exposure to foreign currency risk at the end of reporting period is shown under Note 43 of the standalone Ind AS financial statements.

A 5% strengthening of the Indian Rupee against key currencies to which the Company is exposed would have led to approximately an additional net gains of INR 4,619 in the Standalone Statement of Profit and Loss (P.Y: net loss of INR 4,314). A 5% weakening of the Indian Rupee against these currencies would have led to an equal but opposite effect.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimise the Company’s position with regards to interest income and interest expenses and to manage the interest rate risk, the company’s senior management have devised a policy of a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. The Company is exposed to Interest risk if the fair value or future cash flows of its financial instruments will fluctuate as a result of changes in market interest rates. 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.

58 Changes in liabilities arising from financing activities

The Company does not have any financing activities which affect the capital and asset structure of the company without the use of cash and cash equivalents

59 Transferred financial assets that are derecognised in their entirety but where the Company has continuing involvement

The Company has not transferred any assets that are derecognised in their entirety where the Company continues to have continuing involvement and the same has been relied upon by the Auditor.

60 Details of Scheme of amalgamation approved by the Hon’ble High Court

As per the scheme of amalgamation approved by the Allahabad, Bombay, and Gauhati High court vide order dated 21 December 2006, 9 March 2007 and 19 March 2007 respectively, 14,51,702 equity shares of INR 10 each fully paid up is held by Keynote trust as a beneficiary of the Company. Due to such cross holding the dividend of INR 14,51,702 (P.Y: INR 14,51,702) has been paid & received back from the trust. With respect to the dividend of INR 1 per share (P.Y: INR 1 per share) for 31 March 2022, the Company has adjusted its liability of dividend towards shares held by the Trust.

61 Approval of standalone Ind AS financial statements

The standalone Ind AS financial statements were approved for issue by the Board of Directors on 26 May 2023.

62 Corporate Social Responsibility (CSR) expenditure

As per section 135 of the Companies Act, 2013 (“the Act”), every company where the net profit is five crore or more during the immediately preceding financial years shall ensure that the company spends, in every financial year, at least 2 % of the average net profits of the company made during the three immediately preceding financial years. The said clause is not applicable to company since the company has not fulfilled the required condition.

63 Disclosures of proceedings under Benami Transactions

Company has not done any benami transaction hence same is not applicable.

64 Disclosures of proceedings as Wilful Defaulter

Company has not done any wilful default, hence the same is not applicable.

65 Title deeds of immovable properties not held in name of the Company

The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), as disclosed in notes to the financial statements, are held in the name of the Company.

66 Valuation of PP&E and Intangible Assets

The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.

67 Loans or Advances in the nature of Loans granted to Promoters, Directors, Key Managerial Personnel and Related Parties

The Company has not provided or given Loans or Advances in the nature of Loans granted to Promoters, Directors, Key Managerial Personnel and Related Parties either severally or jointly with any other person.

68 Capital-Work in progress - Not applicable

69 Borrowing secured against current assets:

The Company has no borrowings which are secured against current assets.

70 Relationship with struck off companies:

The Company has no transactions with the companies struck off under the Act or Companies Act, 1956.

71 Registration of charges or satisfaction with Registrar of Companies:

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

72 Compliance with number of layers of companies:

The Company has complied with the number of layers prescribed under the Act.

As per our report of even date attached

For S M S R & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants

Firm Registration No: 110592W/W100094

Keynote Financial Services Limited

CIN No: L67120MH1993PLC072407

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Mar 31, 2018

1. CORPORATE INFORMATION

Keynote Corporate Services Limited (“the Company”) is a public limited Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its registered office is at Mumbai. Its shares are listed on two stock exchanges in India. i.e., BSE Limited (BSE) & National Stock Exchange of India Limited (NSE).The Company is engaged in providing services of Investment Banking, Corporate Advisory Services & ESOP Advisory etc.

(a) Terms / rights attached to equity shares

The Company has issued only one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. All shares rank pari passu with regard to dividend & repayment of capital. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. During the year ended 31st March 2018, the Company has proposed final dividend of Rs. 2.50/- per share (PY : Rs. 1/- per share) to equity shareholders. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining net assets of the Company, after distribution of all preferential amounts in proportion to the number of equity shares held by the shareholders.

Note: Disclosures of plan assets

The Company has group plan with LIC of India pertaining to insurance and has not been provided with the details of the planned assets. As a result, no disclosures for the same has been made.

(ii) Leave encashment

As per the Company’s policy a sum of Rs. 389,791/- (PY: Rs. 440,752/-) has been paid towards compensated absences; calculated on the basis of unutilised leave. During the year, the Company has provided to the extent of Rs. 177,365/- (PY : Rs. 151,855/-) as per actuarial valuation done by independent actuary.

Note :Detailed disclosures of compensated absence is not given in terms of para 132 of AS-15 “Employee Benefits”.

2 CONTINGENT LIABILITIES

(to the extent not provided for)

The Company has provided corporate guarantees aggregating to Rs. 160,000,000/- (P.Y: Rs. 220,000,000/-) to the bankers of its subsidiary, Keynote Capitals Limited towards BSE & NSE operations.

3 SEGMENT REPORTING

As per Accounting Standard (AS) 17 Segment Reporting para 4, segment has been disclosed in Consolidated Financial Statements, hence no separate disclosures have been given in Standalone Financial Statements.

4 EARNINGS PER SHARE

The disclosure requirements with respect of Accounting Standard (AS) 20 on “Earnings Per Share” are as follows:

5 LEASES

The following are the disclosures in accordance with Accounting Standard (AS) 19 on “Leases” :

Operating lease where Company is a lessor

The Company has given a commercial property on non-cancellable operating lease. The corresponding lease agreement provides for an option to the Company to renew the lease period at the end of non-cancellable period. Accordingly, lease rentals amounting to Rs. 7,08,324/- (P.Y. : Rs. 7,41,326/- ) has been recognised as income in the Statement of Profit and Loss as Other Income

There are no exceptional / restrictive covenants in the lease agreement.

The future minimum lease payments receivable in respect of lease property is as follows:

6 DISCLOSURES AS REQUIRED BY ACCOUNTING STANDARD (AS) 18 -RELATED PARTY DISCLOSURES :

(i) Category of related parties

(a) Enterprise where control exist Subsidiaries:

Keynote Capitals Limited Keynote Fincorp Limited

Keynote Commodities Limited (step down subsidiary)

(b) Key Management Personnel:

Mr. B. Madhuprasad - Chairman

Mr. Vineet Suchanti - Managing Director (upto 5 April, 2017) & Director (w.e.f.6th April, 2017) ''

Mrs. Rinku Suchanti - Whole-time Director (w.e.f. 25th May, 2017)

Mr. Uday S. Patil - Whole-time Director & Chief Financial Officer Ms. Saloni Maru - Company Secretary (upto 21st April, 2017) Mr.Sujeet More - Company Secretary (w.e.f. 25th May, 2017)

(c) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti - Mother of Vineet Suchanti Mr. Vivek Suchanti - Brother of Vineet Suchanti Mr. Nirmal Suchanti - Father of Vineet Suchanti

(d) Enterprise over which Key Management Personnel exercise significant influence:

Concept Communication Limited

Concept Production Limited

Nirmal Suchanti - HUF

Keynote Trust

NSS Digital Media Limited

Eagle Eye Research & Media Private Limited

VN Creative Chemicals Private Limited

7. LOANS AND ADVANCES IN THE NATURE OF LOANS GIVEN TO SUBSIDIARY AS PER THE PROVISION OF REGULATIONS 34(3) OF SECURITIES EXCHANGE BOARD OF INDIA (SEBI) (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS. 2015.

Keynote Capitals Limited

Balance as at 31 March 2018 is Nil (PY Nil). Maximum outstanding during the year is Nil (PY Rs. 30,000,000)

Keynote Fincorp Limited

Balance as at 31 March 2018 is Nil (P.Y Nil). Maximum outstanding during the year is Rs. 600,00,000 (PY Rs. 19,000,000)

Dues to Micro and small enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management. This has been relied upon by the auditors.

8 During the financial year the Company has written off two of its long term equity investments in Centerac Emarketplaces Private Limited of Rs. 1,000,000 & Eagleeye & Research Private Limited of Rs. 3,240,000 as both of these entities are in the process of winding up. Accordingly the entire value of the investment made in these entities have been charged off in the Statement of Profit & Loss and is disclosed separately as an “exceptional item”.

9 The Company has written off the debts amounting to Rs. 3,300,000 pertaining to Binani Cement Limited. The entire amount was already provided as doubtful debts by the end of the quarter ended 30 September, 2017.

10 The figures of the previous year have been regrouped or reclassified wherever necessary to confirm to the presentation of current year figures.

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Mar 31, 2017

1. CORPORATE INFORMATION

Keynote Corporate Services Limited (“the Company”) is a public limited Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its registered office is at Mumbai. Its shares are listed on two stock exchanges in India. i.e., BSE Limited (BSE) & National Stock Exchange of India Limited (NSE).The Company is engaged in providing services of Investment Banking, Corporate Advisory Services & ESOP Advisory etc.

Operating lease as lessor

The Company has given a commercial property on non-cancellable operating lease. The corresponding lease agreement provides for an option to the Company to renew the lease period at the end of non-cancellable period. Accordingly, lease rentals amounting to Rs.6,69,650/- (Previous Year: Rs.1,485,410/- ) has been recognised as income in the Statement of Profit and Loss as Other Income

There are no exceptional / restrictive covenants in the lease agreement. The future minimum lease payments in respect of lease property is as follows:

2 CONTINGENT LIABILITIES

(to the extent not provided for)

(a) The Company has provided corporate guarantees aggregating to Rs.220,000,000 (Previous Year : Rs.220,000,000) to the bankers of its subsidiary, Keynote Capitals Limited towards BSE & NSE operations.

3 SEGMENT REPORTING

As per AS 17 para 4, segment has been disclosed in Consolidated Financial Statements, hence no separate disclosures have been given in standalone financial statements.

4 LEASES

The following are the disclosures in accordance with Accounting Standard (AS) 19 on “Leases” :

5. DISCLOSURES AS REQUIRED BY ACCOUNTING STANDARD (AS) 18 - RELATED PARTY DISCLOSURES :

(i) Category of related parties

(a) Enterprise where control exist Subsidiaries:

Keynote Capitals Limited Keynote Fincorp Limited

Keynote Commodities Limited (step down subsidiary)

(b) Key Management Personnel:

Mr. B. Madhuprasad-Chairman

Mr. Vineet Suchanti-Managing Director (untill 5 April 2017)

Mrs. Rinku Suchanti-Director

Mr. Uday S. Patil-Director & Chief Financial Officer

Ms. Saloni Maru - Company Secretary (upto 21 April 2017)

Ms. Shruti Deshmukh - Company Secretary (upto 11 February 2016) Mr. Sujeet More- Company Secretary (from 25 May 2017)

(c) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti Mr. Vivek Suchanti Mr. Nirmal Suchanti

(d) Enterprise over which Key Management Personnel exercise significant influence:

Concept Communication Limited Concept Production Limited Nirmal Suchanti - HUF Keynote Trust NSS Digital Media Limited LKP Finance Ltd

Eagle Eye Research & Media Private Limited VN Creative Chemicals Pvt Ltd

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Mar 31, 2016

1. Terms / rights attached to equity shares

The Company has issued only one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. All shares rank pari passu with regard to dividend & repayment of capital. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. During the year ended 31st March 2016, the Company has proposed final dividend of Rs. 1/- per share (P.Y: Rs. 1/- per share) to equity shareholders. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining net assets of the Company, after distribution of all preferential amounts in proportion to the number of equity shares held by the shareholders.

2. The Company had taken vehicle loan from the financial institution during F.Y. 2011-12,carrying interest @8.82% p.a. repayable in 59 monthly installments of Rs. 90,085/- each.

During the F.Y. 2013-14,the company had further obtained additional vehicle loan from a financial institution carrying interest @10.72% p.a, repayable in 59 monthly installments of Rs. 63,100/- each.

3. All the above loans are secured by hypothecation of respective assets of the company.

Details of dues to micro, small and medium enterprises as defined under MSMED Act, 2006 :

4. ‘Trade payables'' includes Nil (P.Y : Nil) due to micro, small and medium enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

5. No interest was paid / payable to micro and small enterprises during the year (P.Y: Nil)

6. The above information has been determined to the extent such parties could be identified on the basis of the information available with the company regarding the status of parties under the MSMED and the same was relied upon by the auditors.

7: Disclosures as required by Accounting Standard (AS) 15 EMPLOYEE BENEFITS:

8. Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized as an expense and included in “Employee benefits expenses”

Note 22 in the Statement of Profit and Loss are as under:

- Employers contribution to Provident Fund and Family Pension Scheme Rs. 18,47,929 (Previous year Rs. 1,918,041)

- Employers contribution to Employees State Insurance Scheme Rs. 22,354 (Previous year: Rs. 25,464)

- Employers contribution to Gratuity Fund Rs. 19,561 (Previous year Rs. 94,576-net credit)

9: Experience adjustments have not been disclosed as details were not received from the Actuary.

10: Disclosures of plan assets

The Company has group plan with LIC of India and has not been provided with the details of the planned assets. As a result, no disclosures for the same has been made.

11. Leave encashment

As per the Company''s policy, a sum of Rs. 490,550 (Previous year : Rs. 297,012) has been paid towards compensated absences; calculated on the basis of unutilized leave. During the year, the Company has provided to the extent of Rs.161,277 (Previous Year: Rs.154,713) as per actuarial valuation done by independent actuary.

12.Detailed disclosures of compensated absence is not given in terms of para 132 of AS-15 “Employee Benefits”.

13 During the previous year, the management of the Company has reviewed and determined remaining useful life of the tangible fixed assets in accordance with the provisions of Schedule II, to the Companies Act,2013 and depreciation has been charged as against the earlier practice of charging depreciation as per Schedule XIV to the Companies Act,1956.Due to this change in depreciation was higher by Rs. 11,68,214.

In respect of assets where the remaining useful life was “Nil “as per Schedule II to the Companies Act,2013,carrying amount of Rs. 2,43,496 (after retaining the residual value as on 1st April 2014),had been charged to the Statement of Profit & Loss.

Both of the above mentioned amounts have been disclosed as "Exceptional items" in the Statement of Profit & Loss in the previous year.

14 Figures in brackets indicate previous year''s figures

15. LEASES

The following are the disclosures in accorandance with Accounting Standard (AS) 19 on “Leases” :

Operating lease as lessor

The Company has given a commercial property on non-cancellable operating lease. The corresponding lease agreement provides for an option to the Company to renew the lease period at the end of non-cancellable period.Accordingly, lease rentals amounting to Rs. 14,85,410 (Previous Year : Rs. 14,61,060 ) has been recognised as income in the Statement of Profit and Loss as Other Income.

16. CONTINGENT LIABILITIES

17. The Company has provided corporate guarantees aggregating to Rs. 220,000,000 (Previous year : Rs. 220,000,000) to the bankers of its subsidiary. Keynote Capitals Limited towards BSE & NSE operations.

18. During the year the Company has received a communication from the Ruby Mills Limited (premises in which the Company owns office space) requesting the Company to make the payment of Company''s share of property tax payable to Brihanmumbai Mahanagar Palika amounting to Rs. 88,04,205/- for the period between October 2011 to March 2015 of which 50% is payable by Keynote Capitals Limited, subsidiary company. The Company has represented to Brihanmumbai Mahanagar Palika on the grounds that the Company is entitled to exemption under Information Technology Policy of Government of Maharashtra as it has ITES registration in place besides there being discrepancy in the carpet area of its premises, basis which the share of such tax amounts to around Rs. 15,00,000 only. The Company has submitted relevant documents substantiating its submissions to the concerned Regulatory Authority. Accordingly, based on the calculations made by the Company, an amount of Rs. 7,50,000/- has been paid to Brihanmumbai Mahanagar Palika(further amount of Rs. 7,50,000/- is separately paid by the subsidiary company) and charged to statement of Profit & Loss. Pending response from the Brihanmumbai Mahanagar Palika, no further provision has been recognized by the Company.

14. SEGMENT REPORTING

As per AS 17 para 4, segment has been disclosed in Consolidated Financial Statements, Hence no separate disclosures have been given in standalone financial statements.

15. DISCLOSURES AS REQUIRED BY ACCOUNTING STANDARD (AS) 18 -RELATED PARTY DISCLOSURES :

16 Category of related parties

17. Enterprise where control exist Subsidiaries:

Keynote Capitals Limited Keynote Fincorp Limited

Keynote Commodities Limited (step down subsidiary)

18. Key Management Personnel:

Mr. B.Madhuprasad-Chairman

Mr. Vineet Suchanti-Managing Director

Mr. Uday S. Patil-Director & Chief Financial Officer

Ms. Saloni Maru - Company Secretary (from 25 February 2016)

Ms.Shruti Deshmukh - Company Secretary (upto 11 February 2016)

Mr.Yatin Sangani - Company Secretary (upto 18 October 2014)

19. Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti Mrs. Rinku Suchanti Mr.Nirmal Suchanti

20. Enterprise over which Key Management Personnel exercise significant influence:

Concept Communication Limited

Concept Production Limited

Nirmal Suchanti - HUF

Keynote Trust

NSS Digital Media Limited

Eagle Eye Research & Media Private Limited

21. The previous year''s financial statements have been audited by a firm other than S M S R & Co LLP.

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Mar 31, 2015

1. Corporate information

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. i.e., Bombay Stock Exchange Ltd.(BSE) & National Stock Exchange Ltd. (NSE).The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & ESOPs Advisory etc.

2. Basis of preparation of Financial Statements

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of Companies Act, 2013 and the other relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. SHARE CAPITAL

a. Terms/rights attached to equity shares

The Company has issued one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. All Shares rank pari passu with regard to dividend & repayment of capital. During the year ended 31st March 2015, the amount of per share dividend recognized as distributions to equity shareholders is Rs. 1/- (P.Y: Rs. 1/- per share). In the event of liquidation of company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. CONTINGENT LIABILITIES NOT PROVIDED FOR:

Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs. 22,00,00,000/- (Previous year Rs. 22,00,00,000) towards NSE & BSE operations.

5. In the opinion of the board of directors, all current assets, loans & Advances would be realizable at least of an amount equal to the amount at which they are stated in the balance sheet. Hence no Impairment loss recognised on fixed assets.

6. SEGMENT INFORMATION

As per AS 17 para 4, segment has been disclosed in Consolidated Financial Statement, Hence no separate disclosures have been given in standalone financial statement.

7. Compensated Absences:

As per the Company's Policy a sum of Rs. 2,97,012/- (P.Y. Rs. 6,19,905/-) has been paid towards compensated absences; calculated on the basis of unutilised leave. During the year Company has provided to the extent of Rs. 154713/-(P.Y. Rs. 3,03,177/-) as per actuarial valuation done by independent actuary.

Note : Detailed disclosures of compensated absence is not given in terms of para 132 of AS-15 "Employee Benefits".

8. RELATED PARTY DISCLOSURE AS PER ACCOUNTING STANDARD 18 ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANT OF INDIA a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd Keynote Fincorp Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

B) Key Management Personnel:

Mr. B.Madhuprasad-Chairman

Mr. Vineet Suchanti-Managing Director

Mr. Uday S. Patil-Director & CFO

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti

Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Significant Influence:

Concept Communication Ltd.

Concept Production Ltd

Nirmal Suchanti HUF

Keynote Trust

NSS Digital Media Ltd

Eagle Eye Research & Media Pvt. Ltd.

9. The Company had given unsecured loan to a body corporate in which one of the director was interested as a major shareholder.

10. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

The Company has not received any information from suppliers or service providers, whether they are covered under the "Micro, Small and Medium Enterprises (Development) Act, 2006". Disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said act are not ascertainable.

11. The management of the Company has reviewed and determined remaining useful lives of the tangible fixed asset in accordance with the provisions of schedule II, to the Companies act 2013 and depreciation has been charged accordingly as against earlier practice charging deprecation as per schedule XIV to the Companies act 1956. Due to this change depreciation for the current year is higher by Rs. 11,68,214

In respect of assets where the remaining useful life is "Nil", as per Schedule II to the companies act 2013, carrying amount of Rs. 2,43,496 (after retaining the residual value as on 1st April 2014), has been charged to profit and loss. Both the above mentioned amounts is disclosed as Exceptional Item

12. Company has paid remuneration of Rs. 16,50,000 in F.Y. 13-14 to one of its Director who has rendered services in his professional capacity. Subsequent to such payments, it has applied to Central Government to seek its approval in accordance with the provisions of Section 309 of Companies Act, 1956. However, the said application got rejected by Central Government on 28th July 2014. Post such rejection, the Company has further applied to Central Government on 26th September, 2014 the for waiver of recovery of such remuneration from the said Director. Pending such approval, the Company has not initiated the steps to recover such amounts. In case, if it does not get the approval of waiver, then the Company will recover the specified amount from the said Director.

13. Previous year figures have been regrouped and / or rearranged wherever considered necessary.

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Mar 31, 2014

1. CORPORATE INFORMATION

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. i.e., BSE Ltd.(BSE) & National Stock Exchange of India Ltd. (NSE).The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & Esop Advisory etc.

2. BASIS OF PREPARATION

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notifi ed under the Companies Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

"The accounting policies adopted in the preparation of financial statements are consistent with those of previous year."

3. LEASES

Operating lease: company as lessee

The aggregate lease rentals in respect of Operating Leases for the period charged as lease rentals in the Statement of profit and Loss aggregate to Rs.Nil (P.Y. Rs. 3,46,104 ).

4. SEGMENT INFORMATION

The company operates only in one segment i.e. merchant banking & related services, hence there are no separate reportable segments under AS 17.

5. Related Party Disclosure as per Accounting Standard 18 issued by the institute of Chartered accountant of India

a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd

Keynote Fincorp Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

B) Key Management Personnel:

Mr. B. Madhuprasad-Chairman

Mr. Uday S. Patil-Director

Mr. Vineet Suchanti-Managing Director

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti

Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Signifi cant Influence:

Concept Communication Ltd.

Concept Production Ltd

Nirmal Suchanti HUF

Keynote Trust

NSS Digital Media Ltd

Eagle Eye Research & Media Pvt. Ltd.

6. CONTINGENT LIABILITIES NOT PROVIDED FOR:

i) Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs.22,00,00,000 (Previous year Rs. 31,00,00,000 ) towards NSE & BSE operations.

7.(a) The Company had given unsecured loan to a body corporate in which one of the director was interested as a major shareholder.

(b) The Company had given unsecured loan to a private limited company at a interest rate lower than the prevailing bank rate notifi ed by Reserve Bank of India.

8. Details of dues to micro and small enterprises as defi ned under the MSMED Act, 2006

The Company has not received any information from suppliers or service providers, whether they are covered under the "Micro, Small and Medium Enterprises (Development) Act, 2006". Disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said act are not ascertainable.

9. Previous year figures have been regrouped and / or rearranged wherever considered necessary.

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Mar 31, 2013

1. Corporate information

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. i.e, BSE Ltd.(BSE) & National Stock Exchange of India Ltd. (NSE).The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & Esop Advisory etc.

2. Basis of preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. GRATUITY AND OTHER BENEFIT PLANS a) Gratuity:

Retirement Benefits in the form of Gratuity for the eligible employees are considered as Defined Benefit Plan. The company has implemented Group Gratuity Assurance Scheme of Life Insurance Corporation of India dated 5th July 2005 which is effective from 1st June 2005 and has paid Rs.3,36,048 as a total contribution during the year.

Note.

1. Disclosures of plan assets

The company has Group Plan with LIC of India and has not been provided with the details of the Planned Assets, As a result no disclosure for the same has been made.

(b) Compensated Absences:

As per the Company''s Policy, a sum of Rs.6,41,596/- ( P.Y.Rs.15,67,524/-) has been paid towards compensated absences; calculated on the basis of unutilized leave. During the year Company has provided to the extent of Rs.4,41,793/-(P.Y. Rs.2,54,338/-) as per actuarial valuation done by independent actuary.

4.LEASES

Operating lease: company as lessee

The aggregate lease rentals in respect of Operating Leases for the period charged as lease rentals in the Statement of Profit and Loss aggregate to Rs.3,46,104 (P.Y. Rs. 41,53,248 ).

Operating lease commitment - Company as lesson

The Company has received Rs.13,28,232 on account of lease of a premises The Future Minimum Lease Receivable under non cancellable operating leases are as under:

Disclosure in respect of the gross carrying amount and accumulated depreciation of the asset given on lease has been stated in the financial statements.

5. SEGMENT INFORMATION

The company operates only in one segment i.e merchant banking & related services, hence there are no separate reportable segments under AS 17.

6. Related Party Disclosure as per Accounting Standard 18 issued by the institute of Chartered accountant of India

a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd Keynote Fincorp Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

B) Key Management Personnel:

Mr. B. Madhuprasad-Chairman

Mr. Uday S. Patil-Director

Mr. Vineet Suchanti-Managing Director

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti-Mother of Managing Director Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Significant Influence:

Concept Communication Ltd.

Concept Production Ltd.

Nirmal Suchanti HUF Keynote Trust NSS Digital Media Ltd.

Eagle Eye Research & Media Pvt. Ltd.

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Mar 31, 2012

1. Corporate information

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India i.e. BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE). The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & Esop Advisory etc.

2. Basis of preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

a. 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. The company declares and pays dividends in Indian Amount. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2012, the amount of Rs. 1,05,27,509/- (Previous Year: Rs. 1,05,27,509/-) dividend was recognized as distributions to equity shareholders and tax paid on dividend was Rs.17,07,825/- (Previous Year: Rs. 17,48,488/-). The amount per share was Rs. 1.50 (31st March, 2011: Rs. 1.50 per share).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

3. GRATUITY AND OTHER BENEFIT PLANS a) Gratuity:

Retirement Benefits in the form of Gratuity for the eligible employees are considered as Defined Benefit Plan. The company has implemented Group Gratuity Assurance Scheme of Life Insurance Corporation of India dated 5th July 2005 which is effective from 1st June 2005 and has paid Rs. 5,33,291 as a total contribution during the year.

Note.

1. Disclosures of plan assets

The company does not have information regarding plan assets for the financial years 07-08 to 09-10 therefore the disclosure of plan assets has not been given for these years.

(b) Compensated Absences:

As per the Company's Policy, a sum of Rs.15,67,524 (Previous year Rs.10,67,000/-) has been paid towards compensated absences; calculated on the basis of unutilized leave. During the year company has also provided Rs. 2,54,338/- (Previous year Rs. 18,22,778/-)towards compensated absence on the basis of actuarial valuation done by independent actuary, for the first time during the current financial year.

B. Defined Contribution Plans

Company's Contribution Paid / Payable during the year to Provident fund and ESIC Contribution are recognized as an Expense:

4. LEASES

Operating lease: company as lessee

The aggregate lease rentals in respect of Operating Leases for the period charged as lease rentals in the profit and loss a/c aggregate to Rs.41,53,248 (Previous year: Rs. 41,53,248)

5. SEGMENT INFORMATION

The company operates only in one segment Is merchant banking & related services, hence there are no separate reportable segments under AS 17.

6. Related Party Disclosure as per Accounting Standard 18 issued by the institute of Chartered accountant of India a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

Arteries Insurance Broking Ltd (Step Down Subsidiary)

Keynote Fincorp Pvt Ltd (formerly-Abhishek Finance & Investment Pvt Ltd) (Step Down Subsidiary)

B) Key Management Personnel:

Mr. Nirmal Suchanti - Chairman

Mr. B. Madhuprasad - Vice Chairman

Mr. Uday S. Patil - Director

Mr. Vineet Suchanti - Managing Director

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti-Wife of Chairman Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Significant Influence:

Concept Communication Ltd.

Concept Production Ltd Nirmal Secant HUF Keynote Trust NSS Digital Media Ltd

E) Other Entity:

Eagle Eye Research & Media Pvt. Ltd.

7. CAPITAL COMMITMENT AND CONTINGENT LIABILITIES :

i) Capital Commitment towards purchase of premises at Ruby Mills, Dadar is Rs.38,75,530/- (Previous year Rs.3,96,25,000/-)

ii) Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs. 15,50,00,000 (Previous year Rs. 11,50,00,000) towards NSE & BSE operations.

iii) Income Tax demand for Rs.48,65,822(P.Y. Rs.48,65,822)(including interest of Rs.18,66,684) in respect of Assessment Year 1997-98 were under dispute, and the company has already paid the same. The Company has preferred an appeal before the income tax Appellate Tribunal against the order of the Deputy Commissioner of Income-Tax. However, the matter is set aside by appellate tribunal and is pending before assessing officer.

iv) Adjudicating Officer, SEBI, Mumbai has imposed a penalty of Rs. 10,00,000/- in the matter of an IPO handled. The company has preferred an appeal to Securities Appellate Tribunal (SAT) against the order of Adjudicating Officer, SEBI, Mumabi which is pending for hearing & order. The company has not provided for the said contingent liability.

8.Loans and advances in the nature of loans given to subsidiaries and associates and firms/companies in which directors are interested Keynote Capitals Ltd Balance as at 31 March 2012 Rs.44,845,870 (31 March 2011: Rs.3,89,28,345) Maximum amount outstanding during the year Rs.10,42,68,476/-.

Keynote Trust

Balance as at 31 March 2012 Rs. 1,71,010 (31 March 2011: Rs.88,457) Maximum amount outstanding during the year Rs. 22,66,010/-. 28.Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 The Company has not received any information from suppliers or service providers, whether they are covered under the "Micro, Small and Medium Enterprises (Development) Act, 2006". Disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said act are not ascertainable

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Mar 31, 2010

A. CAPITAL COMMITMENT :

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is Rs.3,96,25,000 /-

b. CONTINGENT LIABILITIES NOT PROVIDED FOR:

i) Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs. 650 lakhs (Previous year Rs. 45 lakhs) towards NSE & BSE operations.

ii) Income Tax demand for Rs.48.66 lakhs (including interest of Rs.18.66 lakhs) in respect of Assessment Year 1997-98 were under dispute, and the company has already paid the same. The Company has preferred an appeal before the income tax Appellate Tribunal against the order of the Deputy Commissioner of Income- Tax. However, the matter is set aside by appellate tribunal and is nendina before assessinn officer

d. Sundry Debtors, Creditors and Loans and Advances are subject to confirmation by the parties. Sundry Creditors include Rs. Nil being dues to micro, small and medium enterprises. The status about these enterprises is based on the available information with the management.

e. In the opinion of the Company, the Current Assets, Loans and Advances are not less than the value stated, if realised in the ordinary course of the business. The provision for depreciation and all known liabilities are adequate and not in excess of amount considered necessary.

f. Reimbursements of out-of-pocket expenses from clients / customers are credited to Other Income Account and the expenses incurred for the same are debited to respective expense account heads.

h. Loans and Advances include loans of Rs. 1,066.22 lakhs, on which interest has not been charged by the Company. As explained, reasonable steps are being taken by the company for their recovery, which however, needs to be further strengthened.

k. Computation of basic and diluted earnings per share; Numerator: Profit after tax Rs. 4,03,82,927/-

Denominator: Weighted Average Number of equity shares outstanding during the year 70,18,339 Face Value: Rs. 10/-. Earning Per Share: - Rs. 5.75/-

2. Segment Asset It is not possible to allocate the assets and liabilities and Liabilities: - segment wise because the asset and liabilities are not related to specific segment.

Secondary Segment

The company is engaged in the business of providing various corporate services to its clients within India. Therefore, disclosure of secondary segment , information does not arise.

i. Related Party Disclosure as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India.

a) List of related parties:

i) Subsidiary Company: Keynote Capitals Ltd.

ii) Key Management Personnel:

Mr. Nirmal Suchanti

Mr. B. Madhuprasad

Mr.UdayS.Patil ,

Mr. Vineet Suchanti

iii) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti

iv) Other related parties:

(Associates of the Company / Enterprises over which key

management personnel and / or their relatives exercise significant

influence)

Concept Communication Ltd.

Cosy Mercantile Ltd.

Concept Productions Ltd.

Nirmal Suchanti HUF

Keynote Wealth Management Limited.

Arteries Insurance Broking Limited.

Keynote Trust

Keynote Commodities Limited

b) Details of transactions with related parties:

Notes:

1. Details relating to investments in the above-related parties have been disclosed in Schedule E "Investments".

2. Details relating to remuneration to the above Key Management ! Personnel have been disclosed in Note No. 7 i

n. Employee Benefits:

A. Defined Benefit Plans ,

(a) Gratuity: Retirement Benefits in the form of Gratuity for the eligible employees are considered as Defined Benefit Plan. The Company I has implemented Group Gratuity Assurance Scheme of Life j Insurance Corporation of India dated 5th July 2005 which is ! effective from 1st June 2005 and has paid Rs. 3,99,315/- as a | total contribution during the year.

(b) Compensated Absences: (i) As per the Companys Policy, a sum of Rs. 23,07,689 /-

(Previous Year Rs. 4,57,316 /- ) has been paid towards compensated absences; calculated on the basis of unutilised , leave.

(ii) The Company has revised the Policy of leave encashment during the year and as per the new policy the excess leave encashment for previous year of Rs, 33,78,094 /- has been written back during the year.

B. Defined Contribution Plans Amount recognized as an expenses and included in schedule M Contribution to Provident Fund and other funds Rs. 17,71,769 /- (Previous Year Rs. 16,25,985/-)

Previous years figures have been regrouped and / or rearranged wherever considered necessary.