Notes to Accounts of Spectrum Talent Management Ltd.

Mar 31, 2025

o) PROVISIONS AND CONTINGENT LIABILITIES :

A provision is recognised when the company has a present
obligation as a result of past results and it is probable that an
outflow of resourcecs embodying economic benefits will be
required to settle the obligation. Provisions are recognised at
the best estimate of the expenditure required to settle the
present obligation at the balance sheet date.

A disclosure for a contingent liability is made when there is
a possible obligation or a present obligation that may, but
probably will not, require an outflow of resources.

p) BORROWING COST :

Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get
ready for their intended use or sale, are added to the cost of
those assets, until such time as the assets are substantially
ready for their intended use or sale.

Investment income earned on the temporary investment of
specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for
capitalisation.

All other borrowing costs are recognised in profit or loss in
the period in which they are incurred.

c) Terms/rights attached to shares:

Equity Shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and 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.

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

d) Out of the above, 1,33,15,830 Equity shares were allotted as Bonus Shares during the financial year 2022-23 by capitalisation of
Free Reserves, without payment being received in cash.

e) During the financial year 2022-23, 47,50,000 Preference shares were converted into 7,91,666 Equity Shares in the ratio of 1:6. The
fractional entitlement of shares has been paid in cash to the respective shareholders.

f) During the F.Y. 2021-22, 9,50,000 Equity shares of Rs. 10/- each were bought back by the Company.

a) Description of share based payment arrangements

During the year, the shareholders approved the implementation of the ''Spectrum Employee Stock Incentive Scheme 2024'' and
the ''Spectrum Employee Stock Option Scheme 2024'', comprising a maximum of up to 4,60,000 and 2,04,000 options respectively.
These schemes are to be administered through a Trust named the ''Spectrum Employee Welfare Trust''.

Pursuant to the above, the Nomination and Remuneration Committee (NRC) granted 1,25,800 options under the ''Spectrum
Employee Stock Incentive Scheme 2024'' on October 1,2024 (Grant date), at an exercise price of ''173 per option, to be vested
over the period of 4 years from the grant date. Furthermore, the Company provided funds to the Trust, which subsequently
acquired 2,76,800 equity shares of the Company from the open market.

b) Measurement of Fair Values

''Spectrum Employee Stock Option Scheme 2024''

The fair value of the options and the inputs used in the measurement of the grant-date fair values of the options are not
disclosed since no options under this scheme was granted during the year. No options have expired during the current year.

During the year ended March 31, 2025, the Shareholders of the Company, in Extra-ordinary General Meeting held on December 06,
2024, have approved an issuance of 15,00,000 Warrants, each are convertible into fully paid-up Equity Shares of the Company, on
preferential basis to the persons belonging to Promoters/Promoters Group and Non-promoter of the Company, up to an amount of
Rs 247.50 millions, at a issuance price of Rs 165 per Warrants (derived pursuant to SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018). The Company received an aggregate consideration of Rs 61.875 millions on January 28, 2025, towards minimum
25% of the Total Consideration of the Warrants.

Each warrant is convertible into one Equity Share of the Company and the rights attached to Warrants can be exercised at any time,
within a period of 18 months from the date of allotment of Warrants. Upon such conversion, Warrant Holders will hold 6.10% Equity
Shares in the Company, on fully diluted basis. Equity Shares so issued upon conversion of the Warrants, shall rank pari-passu to
existing Equity Shares of the Company.

(C) Details in respect of Utilization of Borrowed funds and share premium

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

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

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

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

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

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

(D) Undisclosed income:

There are no transactions which have not been recorded in the books of accounts during the year that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(E) Details of Crypto Currency or Virtual Currency:

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

(F) Details of Benami Property held:

No proceedings have been initiated or pending against the company for holding any Benami property under the Benami
Transactions (Prohibition) Act, 1988 and rules made thereunder as at 31st March, 2025.

(G) Wilful Defaulter:

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

(H) Registration of charges or satisfaction with Registrar of Companies:

The Company does not have any charges or satisfaction of charges which is yet to be registered with ROC beyond the statutory
period except as stated below:

1. Charge creation in respect of the ''9.94 crores overdraft facility sanctioned by Bandhan Bank remains pending due to non¬
cooperation from the bank.

I) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the company from banks have been applied for the purposes for which such loans were taken.

J) Valuation of Property, Plant & Equipment and Intangible Assets

The Company has not revalued its Property, Plant and Equipment and Intangible Assets or both during the current or previous
year.

K) Title deeds of immovable properties not held in name of the company

The Company does not have any immovable properties (other than properties where the company is lessee, and the lease
agreements are duly executed in favours of the lessee).

1) During the year, to finance the expansion of company''s operation, the company have availed credit facilities from bank, which
leads to increase in Current liabilities and corresponding decrease in ''Current ratio.

2) During the year, to finance the expansion of company''s operation, the company have availed credit facilities from bank, resulting
in a corresponding rise in the debt-equity ratio.

3) The rise in fixed costs during the year led to a reduction in the Company''s overall profit, thereby affecting the ''Debt Service
Coverage Ratio'' and Net Profit Ratio.

4) During the current year, shareholders equity has increased due to issue of share warrants and profit of the company has
decreased due to increase in fixed cost, thereby leading to decrease in ''Return on equity'' and '' Return on Capital employed.

51 Previous year figures have been rearranged/regrouped wherever considered necessary.

In terms of our report of even date attached herewith.

For B.CHHAWCHHARIA & CO. For and on behalf of the Board of Directors of

Chartered Accountants Spectrum Talent Management Limited

Firm Registration No. 305123E

Abhishek Gupta Vidur Gupta Sidharth Agarwal

Partner DIN No. 05213073 DIN No. 05213023

Membership No. 529082 (Managing Director) (Whole Time Director cum CFO)

Place: New Delhi
Date: 27th May, 2025

Atanu Banerjee Nitesh Anand

UDIN: 25529082BMIZYW9904 (Chief Executive Officer) (Company Secretary)

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Mar 31, 2024

(n) PROVISIONS AND CONTINGENT LIABILITIES :

A provision is recognised when the company has a present obligation as a result of past results and it is probable that an outflow of resourcecs embodying economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the expenditure required to settle the present obligation at the balance sheet date.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

Borrowing cost are recognised as an expense in the Statement of Profit and Loss.

3) Contingent Liabilities

Contingent Liabilities (not provided for) in respect of :

4) DUES TO MICRO AND SMALL ENTERPRISES

The Company has received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid /payable have been given based on the information so far available with the company/ identified by the company management. As required by Schedule III of Companies Act, 2013, the following information is disclosed:-

45 Additional Regulatory Information as required by Schedule III of Companies Act, 2013

(A) Relationship with Struck off Companies:

No transactions has been made with any of the companies which have been struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(B) Compliance with number of layers of companies:

No layer of companies have been established beyond the limit prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on numbers of Layers) Rules, 2017.

(C) Details in respect of Utilization of Borrowed funds and share premium

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

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

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

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

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

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

(D) Undisclosed income:

There are no transactions which have not been recorded in the books of accounts during the year that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(E) Details of Crypto Currency or Virtual Currency:

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

(F) Details of Benami Property held:

No proceedings have been initiated or pending against the company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder as at 31st March, 2024.

(G) Wilful Defaulter:

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(H) Registration of charges or satisfaction with Registrar of Companies:

The Company does not have any charges or satisfaction of charges which is yet to be registered with ROC beyond the statutory period except as stated below:

1. Charge Creation of Vehicle Loans from ICICI Bank having outstanding of Rs. 0.09 Millions as on 31.03.2024.

2. Charge Creation of Vehicle Loan from Toyota Financial Services India Limited having outstanding of Rs. 1.04 Millions as on 31.03.2024

(I) Borrowings secured against current assets

The Company has borrowings from Bank on the basis of security of current assets, and quarterly statements of current assets filed by the Company with bank are generally in agreement with the books of accounts.

(Rs. in Millions)

3) During the current year, profit of the company has substantialy decreased, thereby leading to decrease in ''Debt service coverage ratio''.

4) During the current year, shareholders equity has increased due to IPO proceeds and profit of the company has decreased, thereby leading to decrease in ''Return on equity'' and '' Return on Capital employed''.

5) During the year revenue from operations on Trading of Electronic Goods has increased, thereby leading to increase in ''Inventory turnover ratio''.

6) During the year purchases has been increased due to rise in business of Electronic Goods, which leads to increase in Trade payable ratio.

7) During the current year, Average working capital have been increased significantly which leads to decrease in Net capital turnover ratio.

8) During the year profits of the company has decreased due to decrease in margins, which leads to decrease in net profit ratio.

20 1) Previous year figures have been rearranged/regrouped wherever considered necessary.

In terms of our report of even date attached herewith

For B.CHHAWCHHARIA & CO. For and on behalf of the Board of Directors of

Chartered Accountants Spectrum Talent Management Limited

Firm registration No. 305123E

Abhishek Gupta Vidur Gupta Sidharth Agarwal Nitesh Anand

Partner DIN No. 05213073 DIN No. 05213023 (Company Secretary)

Membership No. 529082 (Managing Director) (Whole Time Director cum CFO)

Place: New Delhi Date: 25^th May, 2024

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Mar 31, 2023

Contingent Liabilities

Contingent Liabilities (not provided for) in respect of :

Particulars	2022-2023	2021-2022
Performance Bank	10.19	10.19
Guarantee
Income Tax (A.Y. 2018-	0.16	0.16
19)

Note: No provision is done in respect of contractual staff since the same will be borne by the respective clients.

7) SEGMENT INFORMATION

In accordance with Accounting Standard 17 "Segment Reporting" as prescribed under Companies (Accounting Standards) Rules, 2021, the company has identifed the business of "Manpower supply, Recruitment and related services" and "Electronic Goods" business as reportable business segments. Accordingly, the disclosure requirements as required under AS-17 ''Segment Reporting'' are as follows:

Particulars		F.Y. 2022-23			F.Y. 2021-22
		Manpower supply, Recruitment and related services	Electronic Goods	Total	Manpower supply, Recruitment and related services	Electronic Goods	Total
(0	Revenue of Each Segment	4,881.46	2,646.23	7,527.69	3,717.38	1,041.84	4,759.22
(ii)	Revenue of Each Segment as a % of Total revenue of all segments	64.85%	35.15%	100.00%	78.11%	21.89%	100.00%
(ill)	Profit/(Loss) before tax for each segment	177.12	26.45	203.57	135.19	13.06	148.25
(iv)	Other income	-	-	8.49	-	-	3.19
(v)	Total Profit/(Loss) before tax for each segment (iii iv)	177.12	26.45	212.06	135.19	13.06	151.44

Annual Report 2022-23

80^-

During the year, the Company has recognised deferred tax asset of Rs 64.62 million relating to tax incentive u/s 80JJAA of Income Tax Act, 1961 that is considered to be able to fully utilise against the Company''s taxable profits expected to arise in the future financial years. The management has prepared profitability estimates based on its existing/projected contracts with the customers and is of the opinion that Company would be able to fully utilise the benefit of Tax incentive available u/s 80JJAA of Income tax Act, 1961.

) On the basis of physical verification of assets, as specified in Accounting Standard - 28 and cash generating capacity of those assets, in the management perception, there is no impairment of such assets as appearing in the balance sheet as on 31.03.23.

12) The Code on Social Security, 2020 ("Code") relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

14) CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility ("CSR") activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds required to be spent and funds spent during the year are explained below:

15) Additional Regulatory Information as required by Schedule III of Companies Act, 2013

(A) Relationship with Struck off Companies:

No transactions has been made with any of the companies which have been struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(B) Compliance with number of layers of companies:

No layer of companies have been established beyond the limit prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on numbers of Layers) Rules, 2017.

(C) Details in respect of Utilization of Borrowed funds and share premium

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

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

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

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

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

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

(D) Undisclosed income:

There are no transactions which have not been recorded in the books of accounts during the year that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(E) Details of Crypto Currency or Virtual Currency:

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

(F) Details of Benami Property held:

No proceedings have been initiated or pending against the company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder as at 31st March, 2023.

(G) Wilful Defaulter:

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(H) Registration of charges or satisfaction with Registrar of Companies:

The Company does not have any charges or satisfaction of charges which is yet to be registered with ROC beyond the statutory period except as stated below:

1. Charge Creation of Vehicle Loans from ICICI Bank having outstanding of '' 1.08 Millions as on 31.03.2023.

2. Charge Creation of Vehicle Loan from Toyota Financial Services India Limited having outstanding of '' 2.34 Millions as on 31.03.2023.

K) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the company from banks have been applied for the purposes for which such loans were taken.

L) Valuation of Property, Plant & Equipment and Intangible Assets

The Company has not revalued its Property, Plant and Equipment and Intangible Assets or both during the current or previous year.

M) Title deeds of immovable properties not held in name of the company

The Company does not have any immovable properties (other than properties where the company is lessee, and the lease agreements are duly executed in favours of the lessee).

1) During the current year, Trade Receivables have been increased significantly which leads to increase in Current Ratio.

2) During the current year, company has repaid its borrowings while at the same time shareholders equity has been increased significantly, thereby leading to decrease in debt-equity ratio.

3) During the current year, company has repaid its borrowings, thereby leading to decrease in debt- service coverage ratio.

4) The above ratios are not comparable to previous year, as the trading business of Electronic goods has been started in the mid way of previous year.

5) During the current year, Trade Receivables have been increased significantly which leads to decrease in Net capital turnover ratio.

17) 1) Previous year figures have been rearranged/regrouped wherever considered necessary.