Notes to Accounts of Teamo Productions HQ Ltd.

Mar 31, 2025

R) Provisions and Contingencies

Provisions are recognized when the Company has a present obligation as a result of a past event, for which
it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of
the amount of the obligation can be made. Provision is not discounted to its present value and is determined
based on the last estimate required to settle the obligation at the year end.

Contingent liabilities are not provided for and are disclosed by way of notes to accounts, where there is an
obligation that may, but probably will not, require outflow of resources.

Where there is a possible obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is
no longer probable that the outflow of resources would be required to settle the obligation, the provision is
reversed.

Contingent assets are neither recognized nor disclosed in the financial statements.

2A) Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025,
MCA has notifies and amendmends to the existing standards. The Company has reviewed the new pronouncements
and based on its evaluation has determined that it does not have any significant impact in its financial statements.

2B) Reference to the cited provisions of section 135 of the Companies Act, 2013, CSR activities are applicable on the
company.

During the financial year ended 31st March 2025, the Company converted share warrants into equity share
capital and allotted 23,50,00,000 equity shares to eligible shareholders. The proceeds raised from the
preferential issue have been deployed in accordance with the objects stated in the offer document.

"There is a mismatch between the paid-up share capital as reflected in the MCA master data and the actual
records maintained by the Company. However, it is confirmed that the share capital as recorded in the financial
statements is accurate and in accordance with the statutory records of the Company, and is also consistent
with the information available on the BSE portal. The Company is in the process of resolving the same with
the MCA portal and will file the necessary form(s) once the portal-related constraint is addressed. This is a
temporary discrepancy and does not impact the correctness of the financial position as presented in these
financial statements"

"Terms / rights to Equity Shares

The Company has only one class of share referred to as equity shares having a par value of ?1. Each holder
of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible
to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion
to their shareholding. Apart from this, During the period of five financial years immediately preceeding the
Balance Sheet date, the company has not:

(i) allotted any equity shares pursuant to any contract without payment being received in cash; and

(ii) bought back any equity shares.

The details of shareholders holding more than 5% shares as at 31 March 2025 and 31 March 2024 are set out
below:

Rights, Preferences and Restrictions

The Authorised Share Capital of the Company consists of Equity Shares having nominal value of '' 1/- each.
The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.
The equity shareholders shall have:

(1) a right to vote in shareholders'' meeting. On a show of hands, every member present in person shall
have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital
of the Company;

(2) a right to receive dividend in proportion to the amount of capital paid up on the shares held.
The shareholders are not entitled to exercise any voting right either in person or through proxy at any
meeting of the Company if calls or other sums payable have not been paid on due date.

In the event of winding up of the Company, the distribution of available assets/losses to the equity
shareholders shall be in proportion to the paid up capital.

Utilization of preferential issue proceeds

a) Security Premium Reserve : The Securities Premium was created on issue of shares at a premium. The
reserve is utilised in accordance with the provisions of the Act. The Company converted 2,35,00,000
share warrants into 23,50,00,000 equity shares of face value ?1 each at a premium of ?0.50 per share,
resulting in a securities premium addition of ?11,75,00,000.

b) General Reserve : The general reserve comprises of transfer of profits from retained earnings for
appropriation purpose. The reserve can be distrubuted/utilised by the Group in accordance with the
provisions of the Act.

c) Capital Redemption Reserve : The Capital Redemption Reserve represents reserves created against
redemption made in past of redeemable preference shares.

d) Retained Earnings : This represent the amount of accumulated earnings of the Group.

e) The Company issued 4,57,50,000 convertible share warrants on a preferential basis at an issue price of ?15
per warrant, in accordance with Section 62(1)(c) of the Companies Act, 2013 and SEBI (ICDR) Regulations.
At the time of allotment, each warrant was convertible into one equity share of face value ?10 at
an issue price of ?15. Subsequently, following a share split, the face value of equity shares was
revised from ?10 to ?1 per share, resulting in a corresponding adjustment of the issue price to
?1.50 per share. Accordingly, the conversion ratio was revised such that each warrant now entitles
the holder to 10 equity shares of ?1 each, while the total consideration per warrant remains
unchanged at ?15 (i.e., ?1.50 per equity share, comprising ?1 face value and ?0.50 share premium)
During the year:

• 2,35,00,000 share warrants were converted into 23,50,00,000 equity shares of ?1 each upon
receipt of full consideration.

• 2,22,50,000 share warrants remain outstanding and are eligible for conversion within the
prescribed period of 18 months from the date of allotment.

The amount received against share warrants pending conversion is disclosed under "Money received
against share warrants" in Other Equity in the Balance Sheet.

Schedule of Implementation and Deployment of Funds

Since present preferential issue is for convertible warrants, issue proceeds shall be received by the Company
in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI (ICDR) Regulation,
and as estimated by our management, the entire proceeds received from the issue would be utilized for the all
the above-mentioned objects, in phases, as per the company''s business requirements and availability of issue
proceeds, latest by August, 2025.

Interim Use of Proceeds Our management will have flexibility in deploying the Proceeds received by our
Company from the Preferential Issue in accordance with applicable laws.

Reclassification of Prior Period Figures

(Pursuant to Ind AS 1 - Presentation of Financial Statements and Ind AS 109 - Financial Instruments)

During the current year, the Company has changed the presentation of transactions relating to the sale and
purchase of shares and securities. Previously, such transactions were presented on a gross basis, i.e., separately
showing the sale proceeds as revenue and the purchase cost as expenses. In line with the requirements of Ind
AS 109 (Financial Instruments) and to provide more relevant information, the Company has now presented
these transactions on a net basis, recognizing only the net gain or loss from such transactions under ''Revenur
From Operations''.

In accordance with Ind AS 1 - Presentation of Financial Statements (Paragraphs 41-44), the comparative figures
for the previous period have been reclassified to conform with the current year''s presentation.This reclassification
is a presentation change and does not have any impact on the net profit or loss or equity for the previous year.
Accordingly, revenue and expenses relating to such transactions have been netted off in the segment results
for the FY 2023-24 and 2024-25 to make it comparable.

Note: 31 Contingent Liabilities

Estimated amount of claims against the company not acknowledged as debts in respect of disputed Income
tax matter is Rs 5,94,288 for AY 2012-13.

As per default summary on Traces website as on 07.04.2025, demand of Rs. 0.92 Lacs pertaining to FY 2021¬
22 and Prior years has been shown.

Note: 32 Employee Benefits

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Nil (Previous Year Nil) has been provided in
the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

The Liability in respect of gratuity is determined for current year as per management estimate Nil
(previous year Nil as per management estimate) carried out as at Balance Sheet date. Amount
recognized in profit and loss account Nil (previous year Nil).

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the
Company''s risk management framework. The Board of Directors has established the Risk Management
Committee, which is responsible for developing and monitoring the Company''s risk management policies.
The Committee reports to the Board of Directors on its activities. The Company''s risk management policies
are established to identify and analyses the risks faced by the Company, to set appropriate risks limits and
controls and to monitor risk and adherence to limits. Risk management policies and systems are reviewed
periodically to reflect changes in market conditions and the Company''s activities. The Company, through its
training, standards and procedures, aims to maintain a disciplined and constructive control environment in
which all employees understand their roles and obligations. The audit committee oversees how management
monitors compliance with the company''s risk management policies and procedures, and reviews the adequacy
of the risk management framework in relation to the risks faced by the Company. The audit committee is
assisted in its oversight role by internal audit.

Credit Risk

Credit risk is the risk of financial loss to the company if a customer or counter party to a financial instrument
fails to meet its contractual obligations, and arises principally from the company''s receivable from customers.
Credit risk is managed through credit approvals establishing credit limits and continuously monitoring the
creditworthiness of customers to which the company grants credit terms in the normal course of business.
The company establishes an allowance for doubtful debts and impairment that represents its estimate of
incurred losses in respect of trade receivables and other financial assets.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become
due. The Company manages its liquidity risk by ensuring as far as possible, that it will all ways have sufficient
liquidity to meets it liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risk to Company''s reputation.

Market Risk

Market risk is the risk that changes in market prices- such as foreign exchange rates, interest rates and
equity prices- will affect the Company''s income or the value of its holdings of financial instruments. Market
risk is attributable to all market risk sensitive financial instruments including foreign currency receivables
and payable and long term debt. We are exposed to market risk primarily related to foreign exchange rate
risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign
currency. The objective of market risk management is to avoid excessive in our foreign currency revenues and
costs. The Company uses derivative to manage market risk.

Note: 37 Additional Regulatory Information

(i) Company holds immovable property in the current year

(ii) The Company has not carried out any revaluation of its investment property during the year. The
investment property continues to be carried at historical cost less accumulated depreciation and
impairment, if any, in accordance with the cost model prescribed under Ind AS 40 - Investment Property.

(iii) Company doesn''t have Property Plant and Equipment to revalue the same (including Right-of Use
Assets),based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered
Valuers and Valuation) Rules, 2017

(iv) Company doesn''t have intangible asset to revalue the same , based on the valuation by a registered
valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017

(v) Company has not provided any loans to Promoters, Directors, Key Managerial Persons or related
parties. The loans provided to other body corporates are repayble on demand

(vi) Company doesn''t have any Capital-Work-in Progress

(vii) Company have intangible assets under developments

(viii) No benami property held by company, No proceedings has been initiated or pending against the
company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and rules made thereunder

(ix) Company has no borrowings from banks or financial institutions on the basis of security of current
assets

(x) Company not declared as wilful defaulter by any bank or financial Institution or other lender

(xi) Company has not done any transactions with companies struck off under section 248 of the Companies
Act, 2013 or section 560 of Companies Act, 1956

(xii) Company has not any charges or satisfaction yet to be registered with ROC beyond the statutory period

(xiii) Section 135 of Companies Act, 2013 relating to CSR Policy is applicable on the Company

(xiv) Compliance with number of layers of companies is not applicable

(xv) Compliance with approved Scheme(s) of Arrangements, if any: NA

(xvi) During the year company has neither borrowed any loans . The company has issued shares warrants
during the year and also share spli from ?10 to ?1

(xvii) The additional information pursuant to Schedule III to the Companies Act, 2013 are either nil or not
applicable.

(a) The current assets, loans and advances are good and recoverable and are approximately of the values,
if realized in the ordinary courses of business unless and to the extent if any stated otherwise in
the Accounts Provision for all known liabilities is adequate and not in excess of amount reasonably
necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit & Loss and Cash Flow statement read together with the schedules
to the accounts and notes thereon, are drawn up so as to disclose the information required under the
Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as
at the end of the year and results of the Company for the year under review.

As per our Report of even date attached For and on behalf of the Board Of Directors

For A. K. Bhargav & Co.

Chartered Accountants
FRN : 034063N

CA ARUN KUMAR BHARGAV Mohaan Nadaar Ketki Bhavin Mehta

(Proprietor) Managing Director Whole time Director

Membership No. 548396 DIN:03012355 DIN:05341758

UDIN : 25548396BMJAVC2589

Date: 18 April 2025 Shrawan Kumar Prasad Deepak

Place : Delhi Chief Financial Officer Company Secretary

---

Mar 31, 2024

"Terms / rights to Equity Shares

The Company has only one class of share referred to as equity shares having a par value of ?1. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding. Apart from this, During the period of five financial years immediately preceeding the Balance Sheet date, the company has not:

(i) allotted any equity shares pursuant to any contract without payment being received in cash; and

(ii) bought back any equity shares.The details of shareholders holding more than 5% shares as at 31 March 2024 and 31 March 2023 are set out below:

Rights, Preferences and Restrictions

The Authorised Share Capital of the Company consists of Equity Shares having nominal value of '' 1/- each. The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.

"The equity shareholders shall have:

(1) a right to vote in shareholders'' meeting. On a show of hands, every member present in person shall have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital of the Company;

(2) a right to receive dividend in proportion to the amount of capital paid up on the shares held. The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or other sums payable have not been paid on due date. In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.

Utilization of right issue proceeds

During the Financial year Ended 31 March 2024, The Company has brought Right Issue on 16 May 2023, wherein fully paid 4,98,60,082 equity shares of ? 10/- each per share alloted on Rights basis to the eligible shareholders. The company has deployed these funds as per the objects of Right Issue Proceeds from subscription to the Issue of Equity shares under Rights Issue of 2023-24, made during the year ended 31 March 2024 have been utilised in the following manner:

The Proceeds from both Right Issues during the year for the purpose of of meeting working capital requirements were utilized in working capital of the Company by payment to outstanding suppliers and advance payment to suppliers for purchase of goods.

Description of nature and purpose of reserve :

a) Security Premium Reserve : The Securities Premium was created on issue of shares at a premium. The reserve is utilised in accordance with the provisions of the Act.

b) General Reserve : The general reserve comprises of transfer of profits from retained earnings for appropriation purpose. The reserve can be distrubuted/utilised by the Group in accordance with the provisions of the Act.

c) Capital Redemption Reserve : The Capital Redemption Reserve represents reserves created against redemption made in past of redeemable preference shares.

d) Retained Earnings : This represent the amount of accumulated earnings of the Group.

e) Pursuant to the members'' approval obtained through postal ballot on September 20, 2023 by means of passing a Special Resolution and ''In-Principal Approval'' obtained from the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited, the Board of Directors of the Company in their meeting held on November 14, 2023, approved the allotment of 4,57,50,000 fully Convertible Warrants (''Warrants''), carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to ''NonPromoter, Public Category'' on preferential basis at an issue price of ? 15/- (Rupees Fifteen Only) per Warrant.

f) Pursuant to the shareholders'' approval obtained though postal ballot on November 26, 2023, the Company fixed December 14, 2023as Record Date for the purpose of subdivision/split of 1 (one) Equity Shares and preference shares of the Company having a face value of ? 10/- each into 10 (Ten) Equity shares and Preference shares, respectively, of the company having face value of ? 1 each.

Schedule of Implementation and Deployment of Funds

Since present preferential issue is for convertible warrants, issue proceeds shall be received by the Company in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI (ICDR) Regulation, and as estimated by our management, the entire proceeds received from the issue would be utilized for the all the above-mentioned objects, in phases, as per the company''s business requirements and availability of issue proceeds, latest by August, 2025.

Interim Use of Proceeds

Our management will have flexibility in deploying the Proceeds received by our Company from the Preferential Issue in accordance with applicable laws.

i) All Trade payables are non-interest bearing other than amount payable to MSME.

ii) According to information available with the Management, on the basis of intimation received from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (''MSMED Act''), the Company has amounts due to Micro, Small and Medium Enterprises under the said Note No.42.

iii) The company has obtained confirmations from MSME Creditors with respect to Non Payment of Interest on Amount Payable for more than 45 Days.

The Company exposure to liquidity risk related to the above financial liabilities is disclosed in Note 40.

Amount due to Micro, Small and Medium Enterprises :

(a) There were amounts outstanding to be paid to micro and small enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) .

(b) No interest is paid/payable during the year to any enterprise registered under the MSMED.

(c) 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 suppliers under the MSMED.

Note: 31 Contingent Liabilities

Estimated amount of claims against the company not acknowledged as debts in respect of disputed Income tax matter is Rs 5,94,288 for AY 2012-13 during the year and ? 7,08,788 in previous year.

Note: 32 Employee Benefits

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of '' Nil (Previous Year: '' Nil) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

The Liability in respect of gratuity is determined for current year as per management estimate ''. Nil (previous year ''. Nil as per management estimate) carried out as at Balance Sheet date. Amount recognized in profit and loss account ''. Nil (previous year '' Nil).

Note: 36 Financial risk management

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The Committee reports to the Board of Directors on its activities. The Company''s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risks limits and controls and to monitor risk and adherence to limits. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Company''s activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The audit committee oversees how management monitors compliance with the company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit.

Credit Risk

Credit risk is the risk of financial loss to the company if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the company''s receivable from customers. Credit risk is managed through credit approvals establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. The company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade receivables and other financial assets.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will all ways have sufficient liquidity to meets it liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to Company''s reputation.

Market Risk

Market risk is the risk that changes in market prices- such as foreign exchange rates, interest rates and equity prices- will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payable and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive in our foreign currency revenues and costs. The Company uses derivative to manage market risk.

Note: 37 Additional Regulatory Information

(i) Company holds immovable property in the current year

(ii) Company doesn''t have investment property to value the property as is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017

(iii) Company doesn''t have Property Plant and Equipment to revalue the same (including Right-of Use Assets),based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017

(iv) Company doesn''t have intangible asset to revalue the same , based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017

(v) Company not provided any loans to Promoters, Directors, Key Managerial Persons or related parties. The loans provided to other body corporates are repayble on demand

(vi) Company doesn''t have any Capital-Work-in Progress

(vii) Company have intangible assets under developments

(viii) No benami property held by company, No proceedings has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder

(ix) Company has no borrowings from banks or financial institutions on the basis of security of current assets

(x) Company not declared as wilful defaulter by any bank or financial Institution or other lender

(xi) Company has not done any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956

(xii) Company has not any charges or satisfaction yet to be registered with ROC beyond the statutory period

(xiii) Section 135 of Companies Act, 2013 relating to CSR Policy is not applicable on the Company

(xiv) Compliance with number of layers of companies is not applicable

(xv) Compliance with approved Scheme(s) of Arrangements, if any: NA

(xvi) During the year company has neither borrowed any loans . The company has issued right shares during the year and also share spli from ?10 to ?1

(xvii) The additional information pursuant to Schedule III to the Companies Act, 2013 are either nil or not applicable.

Note: 38 Statement of Management

(a) The current assets, loans and advances are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent if any stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit & Loss and Cash Flow statement read together with the schedules to the accounts and notes thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and results of the Company for the year under review.

The provision applies to the companies having Net Worth of more than Rs. 500 Crores or Turnover more than Rs. 1000 Crores or Net profit more than Rs. 5 Crores in the preceding financial year. The company''s Net profit, Turnover & Net Worth of preceding financial year is below the prescribed limit so the amount required to be spent during the year is NIL.

B. Fair value measurements recognised in the statement of financial position:

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

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

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value 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. The following methods and assumptions were used to estimate the fair values: Cash and cash equivalents, Trade receivables, Other current Financial assets, Trade payable and other current Financial liabilities approximate their carrying amounts largely due to the short-term maturities or nature of these instruments.

Note: 42 Previous year figures have been regrouped / reclassifed wherever necessary to conform to current year''s classification.

45 Information on Segment Reporting pursuant to Ind AS 108 - Operating Segments Operating segments:

Dealing In Shares/Securties Engineering Based Services Trading Division - Infrastructure Film Division

Identification of segments:

The chief operational decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in these financial statements. Operating segments have been identified on the basis of the nature of products.

Segment revenue and results

The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).

Segment assets and liabilities:

Assets used by the operating segments mainly consist of property, plant and equipment, trade receivables, cash and cash equivalents and inventories. Segment liabilities include trade payables and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.

The measurement principles of segments are consistent with those used in preparation of these financial statements. There are no inter-segment transfers.

Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

---

Mar 31, 2015

1. Company's Background

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

2.Rights, Preferences and restrictions attached to shares Equity Shares:

The Company has 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. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount in proportion to their shareholding.

Redeemable Cumulative Preference Shares:-

The Board of Directors, pursuant to approval of the Shareholders, had allotted on March 30, 2012 70,00,000 4.5% Redeemable Cumulative Preference Shares of face value of Rs 10/- each to M/s Genesys International Corporation Limited (hereafter 'GICL') with the tenure of 3 year from the date of allotment. The Company, in view of its current financial position has requested the Board of Directors of GICL for extension of tenure of the above preference shares by another 3 years. On receipt of approval from the Board of Directors of GICL, the Company has extended tenure of the said Redeemable Preference Shares by 3 years, effective March 30, 2015; with the option given to the company to redeem it earlier.

3. CONTINGENT LIABILITIES:

PARTICULARS As at

March 31, 2015 March 31, 2014

Rs Rs

Contingent Liabilities

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed Income Tax Matters 3,019,029 1,816,017

4. Disclosure requirements as per the Accounting Standard - 18 (AS - 18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

List of Related Parties:-

A. Wholly owned Subsidiary Company

M/s Genesys Enterprises Inc., USA

5. Employee Benefits :

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Rs Nil (Previous Year: Rs 25,830) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

The Liability in respect of gratuity is determined for current year as per management estimate Rs 22,500 (previous year Rs 16,138 as per actuarial valuation) carried out as at Balance Sheet date. Amount recognized in profit and loss account Rs 6,362 (previous year Rs 20,174)

6. In accordance with the Accounting Standard - 22 (AS - 22) "Accounting for Taxes on Income" issued by the

Institute of Chartered Accountants of India, details of deferred tax assets estimated by the Company is given below -

7. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS - 17 Segmental reporting.

The disclosure requirement in respect of secondary segment (geographical segment) as per the Accounting Standard - 17 is as under:

8. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

9. Exchange Differences

During the period realized and unrealized exchange loss amounting to Rs 33,354 (Previous Year: exchange gain of Rs3,76,001) is included in the profit and loss account.

10. Figures for the previous year have been re-grouped/re-classified wherever necessary to conform to current year's presentation.

---

Mar 31, 2014

1. Company''s Background

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

2. Rights, Preferences and restrictions attached to shares

Equity Shares:

The Company has 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. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount in proportion to their shareholding.

Preference Shares:

Preference shares would be redeemable at par at the end of 3 years from the date of allotment i.e. 30th March, 2012, with a right vested in the Board to redeem earlier. These shares would carry a fixed cumulative dividend of 4.5% per annum payable at the time of redemption. The voting rights of the persons owning the said preference shares is in accordance with provisions of section 87 of the Companies Act, 1956.

3. Shares allotted as fully paid up pursuant to contract without payment being received in cash:

The Company allotted 57,84,378 Equity Shares of Rs. 10/- each as fully paid up to the shareholders of Genesys International Corporation Limited, pursuant to the scheme of demerger sanctioned by the High Court, Mumbai on 7th September, 2007 in the financial year 2007-08 and 16,77,500 Equity Shares of Rs. 10/- each were allotted as fully paid up in the financial year 2008-09 upon conversion of Equity Share Warrants into Equity Shares as per the provisions of scheme of demerger sanctioned by High Court, ''Mumbai, on 7th September, 2007.

4. Amount due to Micro, Small and Medium Enterprises :

As at March 31, 2014, no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Company''s knowledge and belief, trade payables as at the year end do not include outstanding dues to parties or entities covered by the said Act.

5. CONTINGENT LIABILITIES:

(Rs. )

PARTICULARS As at As at MARCH 31, 2014 MARCH 31, 2013

Contingent Liabilities

Estimated amount of claims against the company not acknowledged as debts in respect of :

Disputed Income Tax Matters 18,16,017 26,09,120

6. Disclosure requirements as per the Accounting Standard - 18 (AS - 18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India.

7. Employee Benefits :

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Rs. 25,830 (Previous Year: Rs. 36,348) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Profit & Loss account for the period in which they occur.

Deferred Tax Assets arising on account of fixed assets depreciation/amortization, provisions for employees'' benefits and doubtful debts etc. are not recognized in the absence of virtual certainty of future taxable income against which deferred tax assets can be set off.

8. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS - 17 Segmental reporting.

9. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

10. Exchange Differences

During the period realized and unrealized exchange gain amounting to Rs. 3,76,001 (Previous Year: exchange loss of Rs. 5,35,948) is included in the profit and loss account.

11. Figures for the previous year have been re-grouped/re-classifie wherever necessary to conform to current year''s presentation.

---

Mar 31, 2013

1. COMPANY''S BACKGROUND

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

2. Disclosure requirements as per the Accounting Standard – 18 (AS – 18) "Related Party Disclosure” issued by the Institute of Chartered Accountants of India.

3. EMPLOYEE BENEFITS :

Post-employment benefits plans

(a) Defined Contribution Plans –

In respect of the defined contribution plans, an amount of Rs. 36,348 (Previous Year: Rs. 32,234) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.

(b) Defined Benefit Plans –

i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Profit & Loss account for the period in which they occur.

4. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS – 17 Segmental reporting.

5. EXCHANGE DIFFERENCES

During the period realized and unrealized exchange loss amounting to Rs. 5,35,948 (Previous Year: exchange gain of Rs. 35,62,194) is included in the profit and loss account.

6. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

7. Figures for the previous year have been re-grouped/re-classified wherever necessary to conform to current year''s presentation.

---

Mar 31, 2012

1. COMPANY'S BACKGROUND

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

Rights, Preferences and restrictions attached to shares Equity Shares:

The Company has 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. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount in proportion to their shareholding.

Preference Shares:

Preference shares would be redeemable at par at the end of 3 years from the date of allotment i.e. 30th March, 2012, with a right vested in the Board to redeem earlier. These shares would carry a fixed cumulative dividend of 4.5% per annum payable at the time of redemption. The voting rights of the persons owning the said preference shares is in accordance with provisions of section 87 of the Companies Act, 1956.

Shares allotted as fully paid up pursuant to contract without payment being received in cash:

The Company allotted 57,84,378 Equity Shares of Rs. 10/- each as fully paid up to the shareholders of Genesys International Corporation Limited, pursuant to the scheme of demerger sanctioned by the High Court, Mumbai on 7th September, 2007 in the financial year 2007-08 and 16,77,500 Equity Shares of Rs. 10/- each were allotted as fully paid up in the financial year 2008-09 upon conversion of Equity Share Warrants into Equity Shares as per the provisions of scheme of demerger sanctioned by High Court, Mumbai, on 7th September, 2007.

Amount due to Micro, Small and Medium Enterprises :

As at MARCH 31, 2012 no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Company's knowledge and belief, trade payables as at the year end do not include outstanding dues to parties or entities covered by the said Act.

2. EMPLOYEE BENEFITS :

Post-employment benefits plans

(a) Defined Contribution Plans -

In respect of the defined contribution plans, an amount of Rs. 32,234 (Previous Year Rs. 78,054) has been provided in the Statement of Profit & Loss for the year towards employer share of PF contribution.

(b) Defined Benefit Plans -

(i) The liability in respect of gratuity is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit credit method. Actuarial gains and losses are recognized in the Statement of Profit & Loss for the period in which they occur.

3. The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS - 17 Segmental reporting.

The disclosure requirement in respect of secondary segment (geographical segment) as per the Accounting Standard - 17 is as under:

4. EXCHANGE DIFFERENCES

During the period realized and unrealized exchange gain amounting to Rs. 35,62,194 (Previous Year exchange loss of Rs. 2,09,022) is included in the Statement of Profit & Loss.

5. The Balance Sheet of the Subsidiary Company reflects diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

6. The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of the financial statements. This has significantly impacted the disclosures and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classifications / disclosures.

---

Mar 31, 2010

I. Companys Background

GI Engineering Solutions Ltd. is formed to provide Information Technology, Engineering Services and other related services.

1. Share Capital

During the year the Company has increased authorized

share capital from 8,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 8 crores, to 8,500,000,000 Equity Shares of Rs. 10/- each amounting to Rs. 8,500 crore w.e.f. 30th December, 2009 in accordance with the resolution passed by the members in the Extra Ordinary General Meeting held on 30th December, 2009. The Company has paid filing fees (including late fee) and stamp duty amounting to Rs. 25,734,309.

The Company has allotted 1,100,000 Equity Shares of Rs. 10/- each fully paid up at a price of Rs. 18/- per share (including share premium of Rs. 8/- per share) to M/s Fortune Private Equity LLC, Abu Dhabi, UAE on preferential basis in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and resolution passed by the shareholders of the Company in the Extra Ordinary General Meeting held on 30th December, 2009. The funds raised through issue of the share capital are being utilized for general corporate purposes.

2. Contingent Liabilities

Contingent Liabilities Rs. Nil (Previous year Rs. Nil).

3. Disclosure requirements as per the Accounting Standard – 18 (AS – 18) "Related Party Disclosure" issued by The Institute of Chartered Accountants of India.

List of Related Parties:-

A. Wholly owned Subsidiary Company

M/s Genesys Enterprises Inc., USA

C. Principal Shareholder

M/s Kilam Holdings Ltd, Mauritius

D. Associate Enterprises

M/s Genesys International Corporation Ltd.

5. Employee Benefits :

Post-employment benefits plans

(a) Defined Contribution Plans –

In respect of the defined contribution plans, an amount of Rs. 235,044 (Previous Year Rs.290,485) has been provided in the Profit & Loss account for the year.

(b) Defined Benefit Plans –

(i) The liability in respect of gratuity and leave encashment is determined as per actuarial valuation carried out as at Balance Sheet date. The present value of the obligation under such plan is determined using the projected unit

4. Provision of Rs. 615,000 (Previous Year – Rs. 393,500) towards Minimum Alternate Tax (MAT) payable under section 115JB of Income Tax Act, 1961 has been made. The MAT payable by the company over and above the normal tax for the current year is allowed to be carried forward for a period up to next 10 years to be adjusted against the normal tax payable, if any, in those years.

5. (a) The Company operates only in single Primary Segment i.e. Engineering based services for the purpose of AS – 17 Segmental reporting.

(b) The disclosure requirement in respect of secondary segment (geographical segment) as per the Accounting Standard - 17 is as under:

6. Exchange Differences

During the period realized and unrealized exchange loss amounting to Rs. 2,281,883 (Previous Year exchange gain of Rs. 3,307,980) is included in the financial statements.

7. The Balance Sheet of the Subsidiary Company reflects

diminution in the net worth after considering the losses incurred. The said subsidiary company will incur significant loss if any part of the accounts receivable and notes receivable become uncollectible. However the Company continues to value the investments at cost. In the opinion of the management, provision for diminution is not required in view of the strategic nature of investments, future business plans and belief of the management of the subsidiary company on the recoverability of accounts receivable and notes receivable.

8. The Company has compiled this information based on current information in its possession. As at 31st March, 2010 no supplier has intimated the Company about its status as Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small & Medium Enterprises Development Act, 2006 (said Act) and to the best of the Companys knowledge and belief, sundry creditors as at the year end do not include outstanding dues to parties or entities covered by the said Act.

9. The Company is engaged in the business of rendering Engineering & IT based services. The development and sale of such services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956.

10. Figures for previous year have been re-grouped/re- classified wherever necessary to conform to current years presentation.