Notes to Accounts of WSFx Global Pay Ltd.

Mar 31, 2025

The Company had total cash outflows for leases of INR 222.84 lakhs during the year ended March 31,2025 (INR 153.60 lakhs during the year ended March 31, 2024). The Company also had non-cash additions to right-of-use assets and lease liabilities of INR 1,026.55 lakhs and INR 1,026.55 lakhs respectively at the year ended March 31, 2025.The Company had non-cash additions to right-of-use assets and lease liabilities of INR 248.07 and INR 248.07 lakhs respectively at the year ended March 31,2024.

* The Company had won the Arbitration in the Year 2018 against A S Patel Trust for recovery of Rs. 167.72 Lakhs towards premises deposit paid for leave and license agreement for premises surrendered by it in 2009. The Company has moved execution petition to enforce the arbitration award for attachment of the respondent properties of defendant for recovery of the decreed amount. The process of execution of attachment and auction of respondent properties is under process.

In respect of another premises deposit of Rs. 19.21 Lakhs to Patel Holdings Limited, the Company has filed a suit and winding up petition for recovery of such deposits. In support of Company’s claims, it has submitted to the court, an adverse order issued from Institute of Chartered Accountants of India against the auditor of Patel Holdings Limited relating to this matter.

As the Company has won the arbitration and the delays in execution has been due to the pandemic wereby the court proceeding were delayed for few years however the same is now functional therefore the Company is confident of recovery of the arbitration award and deposit amount, thus, no provision is considered necessary.

* Claims receivable include Rs. 161.53 lakhs (Net of Provision for doubtful claims) representing an insurance claim filed in January, 2018 being a part of an older case / claim. The Insurance Surveyor had recommended the claim payment but the Company’s claim is delayed by the insurance Company citing some pending internal audit query. The Company has received claim amount during the year ended March 31,2025 and accounted in books.

* A demand of Rs. 143 lakhs had been raised by the tax department for FY 15-16 on account of an Inter-Corporate loan taken from a Company considered as unexplained cash credit. Though the tax demand is fully recovered by the department, the Company has filed an appeal and necessary documents have been uploaded as part of the faceless assessment proceedings. The Company is confident that the outcome of the appeal will be in its favour. No provision is therefore considered necessary.

(d) Terms / rights attached to equity shares:

The Company has only one class of equity shares having par value of INR 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 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.

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. Certain sections of the Code came into effect on May 03, 2024. However, the final rules/interpretation have not been issued. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.

b) Defined Benefit Plan

The gratuity plan is governed by the payment of Gratuity Act,1972. Under the said Gratuity Act an employee who has completed five years of services is entitled to specific benefit. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company.

Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Actuarial risk:

Salary Increase Assumption

Actual Salary increase that are higher than the assumed salary escalation, will result in increase to the Obligation at a rate that is higher than expected

Attrition/Withdrawal Assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the Company and the financials assumptions.

Investment risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/ government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Regulatory Risk:

Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation which is not anticapated. Sometimes, the increase is many fold which will impact the financials quite significantly.

The following tables summarise the component of net benefit expense recognised in the statement of profit & loss account

The scheme is funded through a Trust and the funds are manged by a life Insurance Company. The assets shown in table 5 is either from the lastest fund statement provided by the Company or estimated from the last available fund statement.

8) Actuarial Assumptions

Discount Rate

The discount rate used is determined by reference to the market yields at the balance sheet date on the government bonds in accordance with paragraph 83 of the IND AS 19.

Salary Escalation rate

The estimates of Future salary increases takes into account regular increases, price inflation, promotional increases and other relevant fatcors if applicable. The principal assumptions used at fiscal year end 31 March, 2025 are shown in the table below. The assumptions as at the balance sheet date are used to determine the present value of defined benefit obligation at that date

A note on Sensitivity analysis-

Sensitivity analysis for each significant actuarial assumptions namely Discount rate and Salary assumptions have been shown in the table above at the end of the reporting period, showing how the defined benefit obligation would have been affected by the changes .

The Mortality and Attrition does not have a significant impact on the Liability, hence are not considered a significant actuarial assumption for the purpose of Sensitivity analysis.

The assumptions used in preparing the sensitivity analysis is Discount rate at 1% and -1%Salary assumption at 1 % and -1%.

The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data same as in the base liability calculation except the parameters to be stressed.

There is no change in the method from the previous period and the points /percentage by which the assumptions are stressed are same to that in the previous year.

As on 31 st March, 2020, an Employee Stock Option Plan 2018 (Plan 1) and Stock Option Plan 2019 (Plan 2) is effective, ESOP Scheme as approved by the Board of Directors dates 14th February 2018 and Shareholders dated 7th April 2018 (scheme effective date) for issuance of stock option to eligible employees of the Company.

Under Employee Stock Options Scheme the options will be vested in the specified ratio subject to fulfilment of the criteria for the employee laid down in the scheme. This shall be monitored annually as per the performance evaluation cycle of the Company and options shall vest based on satisfaction of criteria laid down in the scheme.

For publicly traded companies in a recognized stock exchange, volatility of the stock over the last 1 year trading days are considered.

Pursuant to the said scheme; In financial year 2018-19, Stock options convertible into 10,33,590 equity shares vide Plan 1 of ?10 each were granted on 6th June 2018 to eligible employees at an exercise price of ?25.20/-. In Financial year 2019-20, Stock options convertible into 67,500 equity shares vide Plan 2 of ?10 each were granted on 29th July 2019 to eligible employees at an exercise price of ?25.20/-

In FY 21-22 Esop lapsed 1,97,500 and the closing balance at the end of March 2022 was 9,03,590.

In FY 22-23 Esop lapsed 2,95,327 out ofwhich, 2,67,827 were reissued and Stock options convertible into 5,32,500 (fresh issue) equity shares of ?10 each were granted on 8th

August 2022 to eligible employees at an exercise price of ?25.20/- The closing balance at the end of March 2023 was 14,08,590.

In FY 23-24 82,250 Esop were lapsed and 2,93,000 Esop were exercised. The closing balance at the end of March 2024 was 10,33,340.

During the financial year 2024-25, the Company granted stock options convertible into equity shares of ?10 each to eligible employees under the existing ESOP scheme as follows:

On 1st April 2024, 1,77,500 stock options were granted at an exercise price of ?60 per share, out ofwhich 40,000 options lapsed during the year.

On 12th November 2024, a further 90,000 stock options were granted at an exercise price of ?99.17 per share, out ofwhich 7,500 options lapsed during the year.

Additionally, during the year, 4,93,827 stock options were exercised by employees.

Accordingly, the closing balance of outstanding stock options as at 31st March 2025 stands at 7,59,513.

Terms and conditions of transactions with Related parties

The transactions with the related parties are made on term equivalent to those that prevail in arm’s length transactions. The assessment is undertaken each financial year through examining the financial position of the related party and in the market in which the related party operates. Outstanding balances at the year end are un-secured and settlement occurs in cash.

As the liabilities for gratuity & leave encashment are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP and relative of KMP are not inculded above.

Note- Remuneration includes performance bonus paid for the financial year 24-25

Note 31: Contingent Liabilities & Commitments

(Rs. In Lakhs)

Particulars

Year Ended

Year Ended

March 31, 2025

March 31, 2024

A) Claim against the Company not acknowledged as debts

Claims have been made by Weizmann Forex Ltd relating to fraudulent transactions at branch

125.96

125.96

(Company has insurance cover to claim the contingent liability of Rs. 125.96 Lakhs, if materialised)

Note 32: Service Tax Note

“The Company was in the business of Money Transfer Service up to 4th October 2017. As per CBEC Circular dated 14th October 2014, Service Tax has been extended to Money Transfer Service commission income received by agents of foreign bank / company. As per the opinion of a legal expert, the company’s arrangement with Western Union is on a principal-to-principal basis and does not fall within the definition of the word ‘Intermediaries’ as defined in Rule 2(f) of the Place of Provision of Service Rules, 2012 (PSR).

Consequently, services rendered by WSFX will fall under Rule 3 of PSR and will qualify as export of service and therefore not chargeable to service tax. In the earlier year, the Company had received Show Cause Notice from the Service Tax Department which was replied to and awaiting for further information from the department.

Supreme Court has issued order in favour of Weizmann Forex during the year.

Since Company’s case was placed in log book and order was depended on the Weizmann case, Management is of the view that case is expected to be disposed off based on Weizmann order.

Note 33: Financial Risk Management

The Company’s activities expose it to credit risk, market risk and liquidity risk. The company has an overall Enterprise Risk Management policy, approved by Audit Committee of the Board of Directors. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management 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. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and investment securities. 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.

i) Trade receivables

The company provide services related to foreign exchange i.e. sale of foreign currency, prepaid forex card etc. Credit limit of customers are set in the operating software on the basis of review of financials of the customers. A default occurs when in the view of management there is no significant possibility of recovery of receivables after considering all available options for recovery. An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The provision matrix takes into account historical credit loss experience and is based on the ageing of the receivable days and the rates as given in the provision matrix. The Company has not experienced any significant impairment losses in respect of trade receivables in the past years.

Substantially the same risk characteristics as the trade receivables for the same type of contracts.

ii) Cash and Cash Equivalents & Other Bank Balance

The Company held cash and cash equivalent and other bank balance of 2,970.17 lakhs (PY: 2,792.42 lakhs). The same are held with bank and financial institution counterparties with good credit rating. Also, company invests its short term surplus funds in bank fixed deposit which carry no market risks for short duration, therefore does not expose the company to credit risk.

iii) Other than trade financial assets reported above, the Company has no other financial assets which carries any significant credit risk.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other risks such as regulatory risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, trade receivables and trade payables involving foreign currency exposure, and inventories.

The sensitivity analysis in the following sections relate to the position as at March 31,2025 and March 31,2024. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks This is based on the financial assets and financial liabilities held at March 31,2025 and March 31,2024.

Interest Rate Risk Exposure

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions / banks.

Price Risk

The company’s exposure to equity securities price risk arises from investments held by the company and classified in the balance sheet at fair value through profit or loss. Since the company does not have material equity investments, the company does not have a material price risk exposure as of reporting period

Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining sufficient cash and bank balances available to meet the working capital requirements. Management monitors rolling forecasts of the company’s liquidity position (comprising the unused cash and bank balances along with temporary investments in fixed deposits and/ or liquid mutual funds) on the basis of expected cash flows.

Foreign Currency Risk -

Foreign Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company manages this foreign currency risk by entering in to cross currency swaps. When a derivative is entered in to for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match with the terms of the hedged exposure. The Company’s policy is to fully hedge its foreign currency borrowings at the time of drawdown and remain so till repayment.

Maturities of Financial Liabilities

The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non derivative financial liabilities.

* net and gross settled derivative financial instruments for which the contractual maturities are essential for the understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (carrying amount measurements). The categories used are as follows:

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Considering that all significant inputs required to fair value such instruments are observable, these are included in level 2.

Level 3 : Those where the inputs that are used for valuation and are significant, are derived from directly or indirectly observable market data available over the entire period of the instrument’s life. Such inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in inactive markets and observable inputs other than quoted prices such as interest rates and yield curves, implied volatilities, and credit spreads In addition, adjustments may be required for the condition or location of the asset or the extent to which it relates to items that are comparable to the valued instrument.

Carrying Amount: If one or more of the significant inputs is not based on observable market data, the instrument is included in carrying amount.

(ii) Valuation technique used to determine fair value

The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

For Assets and liabilities not discounted:

The carrying amounts of trade receivables, loans, cash and bank balances, trade payable and other financial liabilities are considered to be the same as their fair values, due to their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note: * Some of the key ratios have been marked as not applicable in the case of the company as those ratios are not relevant considering the nature of businesss.

Note-1: There is an improvement in profitability primarily due to an increase in revenue during the year. However, the ratio has declined despite higher Profit Before Tax (PBT) owing to the amortisation of deferred tax assets, which has resulted in a lower Profit After Tax (PAT).

Note 36: Other Statutory Information

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

(ii) The Company does not have any transactions with companies struck off.

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

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

(v) The Company has not 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.

(vi) 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

(vii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii) The Company has not been declared as willful defaulter by any Bank or financial institution or other lenders.

Note 37: Segment Reporting

The Company is engaged primarily in the business of forex and there is no separate reportable segment within the criteria defined under Indian Accounting Standard 108 - Operating Segment. The nature of Company’s activities is such that geographical segments are not separately identified.

Note 38: Details of loans given, investments made and guarantee given covered u/s. 186 (4) of the Companies Act, 2013

Investments made are given under the respective heads.

There are no loan and corporate guarantees given by the company which are covered u/s 186(4) of the Companies Act, 201 3.

Note 39: The Company has complied with the Rule 3 of Companies ( Accounts) Rules, 2014 amended on August 5,2022 relating to maintenance of electronic books of account and other relevant books and papers. The Company’s books of accounts and relevant books and papers are accessible in India at all times and backup of accounts and other relevant books and papers are maintained in electronic mode within India and kept in servers physically located in India on daily basis.

Note 40: Corporate Social Responsibility Expenditure

As per Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility are not applicable to the Company for the financial year ended March 31,2025 as it does not meet the prescribed thresholds given under section. Consequently, the Company does not have a CSR policy in place.

a. Gross amount required to be spent by the company during the year. - Rs. Nil

b. Amount spent during the year : Rs. Nil Note 41: Previous Year Figures

Previous year’s figures have been regrouped / re-classified wherever necessary and the impact, if any, are not material to the financial statement.

Note 42: Subsequent Event

There were no significant event after the end of reporting period which require any adjustment or disclosure in the financial statements other than as stated below:

The board of directors in its meeting held on 27th May 2025 proposed final dividend of Rs. 1.50 per equity share for the financial year ended March 31,2025. Payment of the final dividend is subject to its approval by shareholders in the ensuring Annual General Meeting of the Company.

Note 43: Audit Trail

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with. Additionally, the audit trail of prior year(s) has been preserved as per the statutory requirements for record retention.


Mar 31, 2024

3.16 Provisions and Contingent Liabilties and Contingent Assets

Provisions are recognized, when there is a present legal or constructive obligation as a result of past events, where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Where the effect is material, the provision is discounted to net present value using an appropriate current market-based pre-tax discount rate and the unwinding of the discount is included in finance costs.

Contingent liabilities are recognised only when there is a possible obligation arising from past events, due to occurrence or non-occurrence of one or more uncertain future events, not wholly within the control of the Company, or where any present obligation cannot be measured in terms of future outflow of resources, or where a reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

The Company does not recognize the contingent asset in its financial statements since this may result in the recognition of income that may never be realised.

3.17 Earnings Per Share (EPS)

Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Company by the weighted average number of Ordinary shares outstanding during the year.

3.18 Cash Flow

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of

transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated. Cash flows in foreign currencies are accounted at the actual rates of exchange prevailing at the dates of the transaction

3.19 Standards Notified but not yet effective

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 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

“*The Company had won the Arbitration in the Year 2018 against A S Patel Trust for recovery of Rs. 167.72 Lakhs towards premises deposit paid for leave and license agreement for premises surrendered by it in 2009. The Company has moved execution petition to enforce the arbitration award for attachment of the respondent properties of defendant for recovery of the decreed amount. The process of execution of attachment and auction of respondent properties is under process.

In respect of another premises deposit of Rs. 19.21 Lakhs to Patel Holdings Limited, the Company has filed a suit and winding up petition for recovery of such deposits. In support of Company’s claims, it has submitted to the court, an adverse order issued from Institute of Chartered Accountants of India against the auditor of Patel Holdings Limited relating to this matter.

As the Company has won the arbitration and the delays in execution has been due to the pandemic were by the court proceeding were delayed for few years however the same is now functional therefore the Company is confident of recovery of the arbitration award and deposit amount, thus, no provision is considered necessary.”

b) Defined Benefit Plan

“The gratuity plan is governed by the payment of Gratuity Act,1972. Under the said Gratuity Act an employee who has completed five years of services is entitled to specific benefit. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company.”

Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Actuarial risk:

Salary Increase Assumption

Actual Salary increase that are higher than the assumed salary escalation, will result in increase to the Obligation at a rate that is higher than expected

Attrition/Withdrawal Assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the Company and the financials assumptions.

Investment risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/ government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Longevity risk:

The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity risk is not very material.

Regulatory Risk:

Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation which is not anticapated. Sometimes, the increase is many fold which will impact the financials quite significantly.

The following tables summarise the component of net benefit expense recognised in the statement of profit & loss account

8) Actuarial Assumptions Discount Rate

The discount rate used is determined by reference to the market yields at the balance sheet date on the government bonds in accordance with paragraph 83 of the IND AS 19.

Salary Escalation rate

The estimates of Future salary increases takes into account regular increases, price inflation, promotional increases and other relevant fatcors if applicable. The principal assumptions used at fiscal year end 31 March, 2024 are shown in the table below. The assumptions as at the balance sheet date are used to determine the present value of defined benefit obligation at that date

A note on Sensitivity analysis-

Sensitivity analysis for each significant actuarial assumptions namely Discount rate and Salary assumptions have been shown in the table above at the end of the reporting period, showing how the defined benefit obligation would have been affected by the changes .

The Mortality and Attrition does not have a significant impact on the Liability, hence are not considered a significant actuarial assumption for the purpose of Sensitivity analysis. The assumptions used in preparing the sensitivity analysis is Discount rate at 1% and -1%Salary assumption at 1 % and -1% .

The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data same as in the base liability calculation except the parameters to be stressed.

There is no change in the method from the previous period and the points /percentage by which the assumptions are stressed are same to that in the previous year.

29.2 Share-based payments Employee stock option plan

Under Employee Stock Options Scheme the options will be vested in the specified ratio subject to fulfilment of the criteria for the employee laid down in the scheme. This shall be monitored annually as per the performance evaluation cycle of the Company and options shall vest based on satisfaction of criteria laid down in the scheme.

For publicly traded companies in a recognized stock exchange, volatility of the stock over the last 1 year trading days are considered.

Pursuant to the said scheme; In financial year 2018-19, Stock options convertible into 10,33,590 equity shares vide Plan 1 of ?10 each were granted on 6th June 2018 to eligible employees at an exercise price of ?25.20/-. In Financial year 2019-20, Stock options convertible into 67,500 equity shares vide Plan 2 of ?10 each were granted on 29th July 2019 to eligible employees at an exercise price of ?25.20/-ln FY 21-22 Esop lapsed 1,97,500 and the closing balance at the end of March 2022 was 9,03,590.

In FY 22-23 Esop lapsed 2,95,327 out of which, 2,67,827 were reissued and Stock options convertible into 5,32,500 (fresh issue) equity shares of ?10 each were granted on 8th August 2022 to eligible employees at an exercise price of ?25.20/- The closing balance at the end of March 2023 was 14,08,590. In FY 23-24 82,250 Esop were lapsed and 2,93,000 Esop were exercised. The closing balance at the end of March 2024 was 10,33,340.

Consequently, services rendered by WSFX will fall under Rule 3 of PSR and will qualify as export of service and therefore not chargeable to service tax. In the earlier year, the Company had received Show Cause Notice from the Service Tax Department which was replied to and awaiting for further information from the department.

The case is now pending with supreme Court.

Note 33: Financial Risk Management

The Company’s activities expose it to credit risk, market risk and liquidity risk. The company has an overall Enterprise Risk Management policy, approved by Audit Committee of the Board of Directors. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management 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. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and investment securities. 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.

i) Trade receivables

The company provide services related to foreign exchange i.e. sale of foreign currency, prepaid forex card etc. Credit limit of customers are set in the operating software on the basis of review of financials of the customers. A default occurs when in the view of management there is no significant possibility of recovery of receivables after considering all available options for recovery. An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The provision matrix takes into account historical credit loss experience and is based on the ageing of the receivable days and the rates as given in the provision matrix. The Company has not experienced any significant impairment losses in respect of trade receivables in the past years.

ii) Cash and Cash Equivalents & Other Bank Balance

The Company held cash and cash equivalent and other bank balance of 2,792.42 lakhs (PY: 1,756.86 lakhs). The same are held with bank and financial institution counterparties with good credit rating. Also, company invests its short term surplus funds in bank fixed deposit which carry no market risks for short duration, therefore does not expose the company to credit risk.

iii) Other than trade financial assets reported above, the Company has no other financial assets which carries any significant credit risk.

Market Risk

“Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other risks such as regulatory risk and commodity price risk. Financial instruments affected by market risk include loans and borrowings, trade receivables and trade payables involving foreign currency exposure, and inventories. The sensitivity analysis in the following sections relate to the position as at March 31,2024 and March 31,2023. The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31,2024 and March 31,2023.”

Interest Rate Risk Exposure

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions / banks.

Price Risk

The company’s exposure to equity securities price risk arises from investments held by the company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss. Since the company does not have material equity investments, the company does not have a material price risk exposure as of reporting period

Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining sufficient cash and bank balances available to meet the working capital requirements. Management monitors rolling forecasts of the company’s liquidity position (comprising the unused cash and bank balances along with temporary investments in fixed deposits and/ or liquid mutual funds) on the basis of expected cash flows.

Foreign Currency Risk -

Foreign Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company manages this foreign currency risk by entering in to cross currency swaps.

When a derivative is entered in to for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match with the terms of the hedged exposure. The Company’s policy is to fully hedge its foreign currency borrowings at the time of drawdown and remain so till repayment.

Maturities of Financial Liabilities

The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non derivative financial liabilities.

* net and gross settled derivative financial instruments for which the contractual maturities are essential for the understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (carrying amount measurements). The categories used are as follows:

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Considering that all significant inputs required to fair value such instruments are observable, these are included in level 2.

Level 3 :Those where the inputs that are used for valuation and are significant, are derived from directly or indirectly observable market data available over the entire period of the instrument’s life. Such inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in inactive markets and observable inputs other than quoted prices such as interest rates and yield curves, implied volatilities, and credit spreads In addition, adjustments may be required for the condition or location of the asset or the extent to which it relates to items that are comparable to the valued instrument.

Carrying Amount: If one or more of the significant inputs is not based on observable market data, the instrument is included in carrying amount.

(ii) Valuation technique used to determine fair value

The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

For Assets and liabilities not discounted:

The carrying amounts of trade receivables, loans, cash and bank balances, trade payable and other financial liabilities are considered to be the same as their fair values, due to their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

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

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

(v) The Company has not 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.

(vi) 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

(vii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

viii) The Company has not been declared as willful defaulter by any Bank or financial institution or other lenders.

Note 37: Segment Reporting

The Company is engaged primarily in the business of forex and there is no separate reportable segment within the criteria defined under Indian Accounting Standard 108 - Operating Segment. The nature of Company’s activities is such that geographical segments are not separately identified.

Note 38: Details of loans given, investments made and guarantee given covered u/s. 186 (4) of the Companies Act, 2013.

Investments made are given under the respective heads.

There are no loan and corporate guarantees given by the company which are covered u/s 186(4) of the Companies Act, 201 3

Note 39: The Company has complied with the Rule 3 of Companies ( Accounts) Rules, 2014 amended on August 5,2022 relating to maintenance of electronic books of account and other relevant books and papers. The Company’s books of accounts and relevant books and papers are accessible in India at all times and backup of accounts and other relevant books and papers are maintained in electronic mode within India and kept in servers physically located in India on daily basis.

Note 40: Corporate Social Responsibility Expenditure

a. Gross amount required to be spent by the company during the year. - Rs. Nil

b. Amount spent during the year : Rs. Nil Note 41: Audit Trail

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.

Note 42: The Board of Directors at its meeting held on May 10, 2024, has proposed a final dividend of Rs. 1.00 per equity share for the financial year ended March 31,2024. Payment of the final dividend is subject to its approval by the shareholders, in the ensuing Annual General Meeting of the company.

As per our report of even date For and on behalf of the Board of Wsfx Global Pay Ltd

For S.R. Batliboi & Co. LLP

Chartered Accountants Srikrishna Narasimhan Ramesh Venkataraman

Registration No. 301003E/E300005 Whole Time Director & CEO Chairman

DIN - 07175251 DIN - 03545080

Shrawan Jalan

Partner

Membership No. 102102 Pooja Mishra Khushboo Doshi

Mumbai, May 10, 2024 Chief Financial Officer Company Secretary


Mar 31, 2018

1 Corporate Information

Wall Street Finance Limited (“the Company”) is a premier financial services company with forex and money remittance as its core activities. The Company engages in the buying and selling of foreign currencies, travellers’ cheques and various forex-related services. During the year the Company has sold its money remittance business as slump sale. The Reserve Bank of India (RBI) has granted license to operate as an Authorised Dealer Category-II.

2 Significant Accounting Policies and Key Accounting Estimates and Judgements

2.1 Basis of preparation of Financial Statements

a) Compliance with Ind AS

These financial statements are the separate financial statements of the Company (also called standalone financial statements) prepared in accordance with Indian Accounting Standards (‘Ind AS’) notified under Section 133 of the Companies Act, 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015.

For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with Accounting Standards notified under the Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). Detailed explanation on how the transition from previous GAAP to Ind AS has affected the Company’s Balance Sheet, financial performance and cash flows is given under Note 36

b) Historical Cost Convention

These financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting except for :

- Certain Financial Assets and Liabilities that are measured at fair value

- Defined Benefits Plans - Plan assets measured at fair value

2.2 Current / Non-Current Classification

For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal operating cycle as twelve months and certain criteria set out in the Schedule III to the Act. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realization in cash and cash equivalents.

3A Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with the Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and disclosures as at date of the financial statements and the reported amounts of the revenues and expenses for the years presented. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates under different assumptions and conditions.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical Judgements

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

Discount rate used to determine the carrying amount of the Company’s defined benefit obligation

In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

Contingencies and commitments

In the normal course of business, contingent liabilities may arise from litigations and other claims against the Company. Where the potential liabilities have a low probability of crystallizing or are very difficult to quantify reliably, we treat them as contingent liabilities. Such liabilities are disclosed in the notes but are not provided for in the financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings, we do not expect them to have a materially adverse impact on our financial position or profitability.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Useful lives of Property, Plant and Equipment

As described in Note 3, the Company reviews the estimated useful lives and residual values of property, plant and equipment at the end of each reporting period. During the current year, the management determined that there were no changes to the useful lives and residual values of the property, plant and equipment.

Allowances for doubtful debts

The Company makes allowances for doubtful debts based on an assessment of the recoverability of trade and other receivables. The identification of doubtful debts requires use of judgement and estimates. Where the expectation is different from the original estimate, such difference will impact the carrying value of the trade and other receivables and doubtful debts expenses in the period in which such estimate has been changed.

4 First Time adoption of Ind AS

For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). This note explains the principal adjustments made by the Company in restating its financial statements prepared under Previous GAAP for the following :

a) Balance Sheet as at 1st April, 2016 (Transition date);

b) Balance Sheet as at 31st March, 2017;

c) Statement of Profit and Loss for the year ended 31st March, 2017; and

d) Statement of Cash flows for the year ended 31st March, 2017.

Exemptions Availed :

Ind AS 101- First-time adoption of Indian Accounting Standards, allows first-time adopters, exemptions from the retrospective application and exemption from application of certain requirements of other Ind AS. The Company has availed the following exemptions as per Ind AS 101:

i) The Company has elected not to apply Ind AS 103- Business Combinations, retrospectively to past business combinations that occurred before 1st April, 2016. Consequent to use of this exemption from retrospective application:

a) the carrying amount of assets and liabilities acquired pursuant to past business combinations are recognised in the financial statements Also, there is no change in classification of such assets and liabilities; prepared under Previous GAAP, are considered to be the deemed cost under Ind AS, on the date of acquisition. After the date of acquisition, measurement of such assets and liabilities is in accordance with respective Ind AS. Also, there is no change in classification of such assets and liabilities;

b) the company has not recognised assets and liabilities that neither were recognised in the financial statements prepared under Previous GAAP nor qualify for recognition under Ind AS in the Balance Sheet of the acquiree;

c) the company has excluded from its opening Ind AS Balance Sheet (as at 1st April, 2016), those assets and liabilities which were recognised in accordance with Previous GAAP but do not qualify for recognition as an asset or liability under Ind AS; and

d) use of these exemption from retrospective application of Ind AS 103 - Business Combinations requires that the carrying amount of goodwill as per financial statements prepared under Previous GAAP should be recognised in the opening Ind AS Balance Sheet after adjusting for impairment, if any. The Company has therefore tested goodwill for impairment as at the date of transition to Ind AS and accordingly, no goodwill impairment was deemed necessary.

ii) For financial instruments, wherein fair market values are not available (viz. interest free and below market rate security deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions entered after the date of transition.

iii) The Company has elected to consider the carrying value of all its items of property, plant and equipment and intangible assets recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.

iv) The carrying amounts of the Company’s investments in its subsidiary and associate companies as per the financial statements of the Company prepared under Previous GAAP, are considered as deemed cost for measuring such investments in the opening Ind AS Balance Sheet.

v) The requirements of Ind AS 20 - Accounting for Government Grants and Disclosure of Government Assistance and Ind AS 109- Financial Instruments, in respect of recognition and measurement of interest free loans from government authorities is opted to be applied prospectively to all grants received after the date of transition to Ind AS. Consequently, the carrying amount of such interest free loans as per the financial statements of the Company prepared under Previous GAAP is considered for recognition in the opening Ind AS Balance Sheet.

Footnotes:

1. Depreciation / Amortisation Expense for the year includes RS. 3.29 Lakhs (PY NIL) capitalised during the year. Thus, the net amount of RS. 60.85 Lakhs has been considered in Statement of Profit and Loss.

2. The Company has elected to consider the carrying value of all its items of property, plant and equipment and intangible assets recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet. Accordingly, the accumulated deprecation in the opening Ind AS Balance Sheet is Nil.

3. Refer Note No 4 for exemptions availed

Note 1:

S Global Insurance Advisory Limited (SGIAL), a whole owned subsidiary of Wall Street Finance Limited, was in the business of issuing travel policy for travelers going out of India. The said business now is being done by Wall Street Finance Limited (holiding Company) and currently there is no further business in S Global Insurance Advisory Limited. Since there is no revene / business opportunity, the investment held in subsidiary has been provided for in the current financial year.

Note 2:

The Company had invested RS. 25.00 Lakhs in redeemable preference shares of the erstwhile subsidiary company, Wall Street Commodities Private Limited (WSCPL), which were due for redemption in DecembeRs. 2011. In absence of such redemption by WSCPL, the Company had initiated legal recourse to recover the amount of investments and filed a winding up petition in the High Court as well as a civil suit. The High Court has passed order of winding up and appointed an Official Liquidator for liquidation.

As per the proceedings of winding up with liquidator, the recovery of aforesaid amount from WSCPL remains restricted as WSCPL had stopped filing its audited accounts since financial year 2012-13 and does not retain any fixed assets for realization. The Company has written off the amount of Rs 25 lakhs from the books this year considering the developments

Premises Deposit includes deposits aggregating to RS. 186.93 Lakhs which are disputed. After adjustment of lease rentals, already due, an amount of RS. 186.93 Lakhs is recoverable.

The Company had initiated legal proceedings in an earlier year comprising of a legal recovery suit for RS. 167.72 Lakhs, which has been referred by the court to an arbitrator, and another suit and winding up petition for recovery of deposits RS. 19.21 Lakhs. In view of the above, the Company is confident of recovery of such deposits and therefore no provision is considered necessary.

(d) Terms / rights attached to 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.

The Cash Credit / overdraft limits are secured by way of lien on fixed deposits, hypothecation of stock of foreign currencies and receivables of the Company.

Based on the information of status of suppliers to the extent received by the Company, there are no micro and small enterprises included in trade payables to whom the payments are outstanding for a period of more than 45 days. Further, the Company has not received any Memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status. Consequently, the amount paid / payable to these during the year is R Nil; ( Previous year: R Nil)]

5. 1 As per Indian Accounting Standard 19 “Employee benefits”, the disclosures as defined are given below

a) Defined Contribution Plan

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees’ Gratuity Scheme of the Max New York Life Insurance Co. Ltd., and Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees.

The present value of defined benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

These plans typically expose the Company to actuarial risk such as: investment risk, interest rate risk, longevity risk and salary risk

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 plan deficit.

Interest risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially off set by an increase in the plan assets.

Longevity risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

The Expected Rate of Return on Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, historical results of return on Plan Assets and the Company’s policy for Plan Assets Management.

VII) The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2016-17.

Note 6: Related Parties Disclosure

Related party disclosures as required by Indian Accounting Standard 24, “Related Parties Disclosures”

I. RELATED PARTIES AND NATURE OF THEIR RELATIONSHIP

i. Holding Company

Smart Global Corporate Holding Private Limited (Smart Value Ventures Pvt. Ltd. got merged in SGCHPL vide order dated vide July 14, 2017)

ii. Subsidiary Companies

S Global Insurance Advisory Limited

Goldman Securities Private Limited (upto OctobeRs. 04, 2017)

iii. Entities Controlled by Directors and Relatives

a) Mobisoc Technology Pvt Ltd.

b) Modipur Devices Pvt. Ltd.

c) Plus Paper Foodpac Ltd.

d) Saket City Hospital Pvt. Ltd.

e) Smart Entertainment Ltd.

f) Smart Value Ventures Pvt. Ltd.

g) Spice Commodities Pvt. Ltd.

h) Spice Connect Pvt. Ltd.

i) Spice Digital Ltd. j) Spice Mobility Ltd. k) Spice Labs Pvt. Ltd.

l) G. M. Modi Hospital & Research Centre

iii. Key Management Personnel

a) Mr. N Srikrishna (From DecembeRs. 22, 2017)

b) Mr. Arun Ajmera (upto NovembeRs. 30, 2017)

c) Mr. Dipesh Dharod (From July 01, 2016)

d) Mr. Bharat Adnani (upto May 19, 2016)

e) Ms. Chaitali Desai

B) Demands relating to TDS agreegating to RS. 14.55 Lakhs are reflected on the TRACES Website. Such demands are mainly on account of Challan Mismatch, Invalid PAN error, PAN not available, Wrong deductee code mentioned in the TDS return etc. The Company is actively rectifying the defects in filling due to which such demand is likely to be substantially reduced on completion of rectification process. Pending completion of the process, no provision is considered neccessary.

C) Income Tax demands amounting to RS. 38.62 Lakhs (pending before various Appellate authorities in respect of which the Company / Department is in appeal). The company is hopeful of succeeding in appeals and does not expect any significant demands to materialise.

D) Bonus of RS. 8.17 Lakhs pertaining to FY 2014-15 as per the provisions of the payment of Bonus (Amendment) Act, 2015 has not been provided in the books based on the stay order of Kerela High Court.

Note 7: Service Tax Note

As per CBEC Circular dated 14th OctobeRs. 2014, Service Tax has been extended to MTSS commission income received by agents of foreign bank / company. As per the opinion of a legal expert, the company’s arrangement with Western Union is on a principal-to-principal basis and does not fall within the definition of the word ‘Intermediaries’ as defined in Rule 2(f) of the Place of Provision of Service Rules, 2012 (PSR).

Consequently, services rendered by WSFL will fall under Rule 3 of PSR and will qualify as export of service and therefore not chargeable to service tax.

Note 8: Financial Risk Management

The Company’s activities expose it to credit risk, market risk and liquidity risk. The company has an overall Enterprise Risk Management policy, approved by the Audit Committee of the Board of DirectoR The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management 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. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. 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.

Market Risk

Interest Rate Risk Exposure

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from financial institutions/Banks.

Following table gives company’s short-term and long term loans and borrowings, including interest rate profiles:

Sensivity

Profit or loss is sensitive to higher / lower interest expense from borrowings as a result of changes in interest rates. Changes in interest rate are based on bank’s PLR. The impact on Profit / Loss due to such movement is as under:

Price Risk

The company’s exposure to equity securities price risk arises from investments held by the company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss. Since the company does not have material equity investments, the company does not have a material price risk exposure as of reporting period

Liqudity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining sufficient cash and bank balances available to meet the working capital requirements. Management monitors rolling forecasts of the company’s liquidity position (comprising the unused cash and bank balances along with temporary investments in fixed deposits and/ or liquid mutual funds) on the basis of expected cash flows.

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice Maturities of Financial Liablites

The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

* all non derivative financial liabilities.

* net and gross settled derivative financial instruments for which the contractual maturities are essential for the understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash fl ows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are

(a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarachy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (carrying amount measurements). The categories used are as follows :

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-thecounter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. Considering that all significant inputs required to fair value such instruments are observable, these are included in level 2.

Carrying Amount: If one or more of the significant inputs is not based on observable market data, the instrument is included in carrying amount.

(iii) Valuation technique used to determine fair value

The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date. For Assets and liabilities not discounted:

The carrying amounts of trade receivables, loans, cash and bank balances,trade payable and other financial liabilites are considered to be the same as their fair values, due to their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values. Note 36: First Time Adoption of IND-AS

For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). This note explains the principal adjustments made by the Company in restating its financial statements prepared under Previous GAAP for the following :

a) Balance Sheet as at 1st April, 2016 (Transition date);

b) Balance Sheet as at 31st March, 2017;

c) Statement of Profit and Loss for the year ended 31st March, 2017; and

d) Statement of Cash flows for the year ended 31st March, 2017.

A. Exemptions and exceptions availed

Ind AS 101- First-time adoption of Indian Accounting Standards, allows first-time adopters, exemptions from the retrospective application and exemption from application of certain requirements of other Ind AS. The Company has availed the following exemptions as per Ind AS 101:

The Company has elected to consider the carrying value of all its items of property, plant and equipment and intangible assets recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.

The Company has elected to consider the carrying value of its Investment in Subsidiaries recognised in the financial statements prepared under Previous GAAP and use the same to value its investment in subsidiaries in its separate financial statements.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following reconciliations provide the explanations and quantification of the differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101:

a. Reconciliation of Balance Sheet as at 01 April 2016 and 31 March 2017,

b. Reconciliation of Statement of Profit and Loss for the year ended 31 March 2017, and

c. The impact on cash flows from operating, investing and financing activities for the year March 31, 2017.

Reasons for Reconciliation

The reconciliation is on account of fair valuation of financial instruments.

Note 9: Segment Reporting

The Company is engaged primarily in the business of forex and money transfer, which now stands sold as slump sale and hence, there is no separate reportable segment within the criteria defined under Indian Accounting Standard 108 - Operating Segment. The nature of Company’s activities is such that geographical segments are not separately identified.

Note 10: Details of loans given, investments made and guarantee given covered Under Section 186 (4) of the Companies Act, 2013

Loans given and investments made are given under the respective heads.

There are no corporate guarantees given by the company which are covered u/s 186(4) of the Companies Act, 2013 Note 39: Forward Contracts Outstanding

The Company uses forward exchange contracts to hedge against its foreign currency exposures related to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contracts outstanding as at March 31, 2018 are as under Currency exchange USD/INR

(a) Number of sale contracts = 0 ( PY = 14 Contracts)

(b) Aggregate amount (R lakhs) = 0 ( PY RS. 3,952.95 lakhs)

Note 11: Corporate Social Responsibility Expenditure

a. Gross amount required to be spent by the company during the year. - RS. 2.73 Lakhs

b. Amount spent during the year : 5.76 lakhs (including shortfall of the previous year)

Note 12: Previous Year Figures

Previous year’s figures have been regrouped/reclassified to make them comparable with those of the current year.

Note 13: Approval of Financial Statements

The Financial Statements we approved for issue by the Board of Directors on May 14, 2018


Mar 31, 2016

NOTE NO. 1

In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

NOTE NO. 2

As per CBEC Circular dated 14th October 2014, Service Tax has been extended to MTSS commission income received by agents of foreign bank / company. As per the opinion of a legal expert, the company’s arrangement with Western Union is on a principal-to-principal basis and does not fall within the definition of the word ‘Intermediaries’ as defined in Rule 2(f) of the Place of Provision of Service Rules, 2012 (PSR). Consequently, services rendered by WSFL will fall under Rule 3 of PSR and will qualify as export of service and therefore not chargeable to service tax.

NOTE NO. 3 RELATED PARTY TRANSACTIONS

Related Parties have been classified below as per Accounting Standard 18, Related Party. Transactions during the year with these parties have been tabulated as per this classification:

A) As per Clause 3(a) of AS 18:

a) Smart Value Ventures Pvt. Ltd.

b) S Global Insurance Advisory Ltd.

c) Goldman Securities Pvt. Ltd.

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

a) Mr. Dilip Modi, Ms. Divya Modi and their relatives within the meaning to Section 2(77) of the Companies Act, 2013 read with Rule 4 of the (Companies Specification of Definitions Details) Rules, 2014.

C) Key Management Personnel (Clause 3(d) of AS 18) and their relatives within the meaning to Section 2(77) of the Companies Act, 2013 read with Rule 4 of the (Companies Specification of Definitions Details) Rules, 2014:

a) Mr. Arun Ajmera

b) Mr. Gopal Tiwari (Up to 11th February, 2015)

c) Mr. Bharat Adani (From February 11, 2015)

d) Ms. Chaitali Desai (From November 26, 2014)

D) Enterprises over which any person described in (B) or (C) is able to exercise significant influence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year): -

a) Mobisoc Technology Pvt. Ltd.

b) Modipur Devices Pvt. Ltd.

c) Plus Paper Foodpac Ltd.

d) Saket City Hospital Pvt. Ltd.

e) Smart Entertainment Ltd.

f) Smart Global Corporate Holding Pvt. Ltd.

g) Smart Value Ventures Pvt. Ltd.

h) Spice Commodities Pvt. Ltd.

i) Spice Connect Pvt. Ltd. j) Spice Digital Ltd.

k) Spice Mobility Ltd.

l) G.M. Modi Hospital & Research Centre

NOTE NO. 4

The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company’s activities is such that geographical segments are not separately identified.

NOTE NO. 5

The Company uses forward exchange contracts to hedge against its foreign currency exposures related to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

“The forward exchange contracts outstanding as at March 31, 2016 are as under Currency exchange USD/INR

(a) Number of sale contracts = 3

(b) Aggregate amount (Rs. lakh) = 5,300.45”

NOTE NO. 6

Corporate Social Responsibility Expenditure :

a. Gross amount required to be spent by the company during the year. - Rs. 2.96 lakhs

b. Amount spent during the year:

NOTE NO. 7

Previous year’s figures have been regrouped / reclassified to make them comparable with those of current period.


Mar 31, 2015

A. Information on equity shares allotted as bonus shares during the period of five years immediately preceding the reporting date : Nil

B. Terms / rights attached to 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.

C. Terms of conversion / redemption of convertible preference shares : N.A.

i. The Cash Credit / Overdraft Limits and Term Loan to the extent of Rs. 300.00 lacs are secured by hypothecation of stock of foreign currencies, export receivables, western union receivables of the Company and SBLC provided by Western Union.

ii. Term Loan from Banks to the extent of Rs. 230 lacs is secured by lien on FDs provided by the Holding Company.

Based on the information of status of suppliers to the extent received by the Company, there are no micro and small enterprises included in trade payables to whom the payments are outstanding for a period of more than 45 days. Further, the Company has not received any Memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status. Consequently, the amount paid / payable to these during the year is Rs. Nil; ( Previous year: Rs. Nil)

1.1: Premises Deposit includes deposits aggregating to Rs. 186.93 lacs which are disputed. After adjustment of lease rentals, already due, an amount of Rs. 186.93 lacs is recoverable. The Company had initiated legal proceedings in an earlier year comprising of a legal recovery suit for Rs. 167.72 lacs, which has been referred by the court to an arbitrator, and another suit and winding up petition for recovery of deposits Rs. 19.21 lacs. In view of the above, the Company is confident of recovery of such deposits and therefore no provision is considered necessary.

2.1: The Company had invested Rs. 25.00 lacs in redeemable preference shares of the erstwhile subsidiary company, Wall Street Commodities Private Limited (WSCPL), which were due for redemption in December 2011. In absence of such redemption by WSCPL, the Company had initiated legal recourse to recover the amount of investments and filed a winding up petition in the High Court. The High Court has passed order of winding up and appointed an Official Liquidator for liquidation. In absence of availability of latest financials of WSCPL, the Company is relying upon the last available audited accounts as at 31st March 2012, according to which the net worth of WSCPL was sufficient to redeem the total preference share capital of Rs. 25.00 lacs and therefore, no provision for diminution is considered necessary

During the year, the Company has collected a substantial amount of Rs. 474 lacs against an insurance claim filed in 2011-12 for losses arising out of some fraudulent transactions at a branch in southern region, leaving a balance of Rs 20.54 lacs, which is under process of recovery. The insurance claim of Rs. 280.34 lacs filed to cover third party claims arising out of such transactions becomes receivable only if such third party claims becomes actually payable.

2.2 Defined Benefit Plan

As per Accounting Standard 15 (AS 15), Employee Benefits, the Company has adopted the standard for Retirement benefits resulting into following:

a) Defined Contribution Plan

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees' Gratuity Scheme of the Max New York Life Insurance Co. Ltd., a funded defined benefit plan for qualifying employees.

The present value of defined benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

The Gross Managerial Remmuneration includes Rs.57.72 Lacs (PY 50.67 Lacs) to Mr. Arun Ajmera, the Chief Executive Officer, Rs.25.81 Lacs (PY 24.23 Lacs) to Mr. Gopal Tiwari, the Chief Financial Officer, for the period from 1st April 2014 to 11th February 2015, Rs.5.77 to Mr. Bharat Adnani from 11th February 2015, the Chief Financial Officer and Rs. 2.43 to Ms. Chaitali Desai, Company Secretary from 26th November 2014.

NOTE NO. 3

CONTINGENT LIABILITIES

a) Bank Guarantees Issued by the Bank on behalf of the Company 231.65 231.65

b) Other Legal Matters - -

Claim against the Company not acknowledged as debts

Claims have been made by some parties relating to fraudulent transactions 280.34 280.34 at a branch.

Labour matters involving issues relating to regularization of employment, 64.28 64.28 termination of employment, compensation etc.

In all the above cases, the Company is hopeful of succeeding and as such does not expect any significant liability to crystallize.

c) Demands relating to TDS agreegating to Rs. 35.23 Lacs are reflected on the TRACES Website. Such demands are mainly on account of Challan Mismatch, Invalid PAN error, PAN not available, Wrong deductee code mentioned in the TDS return etc. The Company is actively rectifying the defects in filling due to which such demand is likely to be substantially reduced on completion of rectification process. Pending completion of the process, no provision is considered neccessary.

NOTE NO. 4

In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

NOTE NO. 5

As per CBEC Circular dated 14th October 2014, Service Tax has been extended to MTSS commission income received by agents of foreign bank / company. As per the opinion of a legal expert, the company's arrangement with Western Union is on a principal-to-principal basis and does not fall within the definition of the word 'Intermediaries' as defined in Rule 2(f) of the Place of Provision of Service Rules, 2012 (PSR). Consequently, services rendered by WSFL will fall under Rule 3 of PSR and will qualify as export of service and therefore not chargeable to service tax.

NOTE NO. 6

RELATED PARTY TRANSACTIONS

Related Parties have been classified below as per Accounting Standard 18, Related Party. Transactions during the year with these parties have been tabulated as per this classification:

A) As per Clause 3(a) of AS 18:

a) Smart Value Ventures Pvt. Ltd. (Earstwhile Spice Global Investments Pvt. Ltd)

b) S Global Insurance Advisory Ltd.

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

a) Mr. Dilip Modi, Ms. Divya Tongya and their relatives within the meaning to Section 2(77) of the Companies Act, 2013 read with Rule 4 of the (Companies Specification of Deflations Details) Rules, 2014.

C) Key Management Personnel (Clause 3(d) of AS 18) and their relatives within the meaning to Section 2(77) of the Companies Act, 2013 read with Rule 4 of the (Companies Specification of Definations Details) Rules, 2014:

a) Mr. Arun Ajmera

b) Mr. Gopal Tiwari (upto 11th February 2015)

c) Mr. Bharat Adnani (from 11th February 2015)

d) Ms. Vandita Agarwal (upto 4th June 2014)

e) Ms. Chaitali Desai (from 26th November 2014)

D) Enterprises over which any person described in (B) or (C) is able to exercise significant influence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year): -

a) S Mobility Limited

b) Spice Retail Limited

c) Spice Innovative Technologies Private Limited

d) Smart Entertainment Private Limited

e) Spice Global Investments Private Limited

f) Spicebulls Investments Limited (erstwhile known as 21st Century Capitals Limited)

g) Spice Televentures Private Limited (Amalgamated with Spice Mobility Ltd. w.e.f. 4th November 2010)

h) Goldman Securities Private Limited (with effect from 30th September 2011)

i) Bharat IT Services Limited

j) Spice Digital Limited

k) Mobisoc Technology Private Limited

l) AGS Transact Technologies Limited

m) Spice Labs Private Limited

NOTE NO. 7

Schedule to the Balance Sheet of a Non-Banking Financial Company as required in terms of paragraph 13 of Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

NOTE NO. 8

The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company's activities is such that geographical segments are not separately identified.

NOTE NO. 9

The Company uses forward exchange contracts to hedge against its foreign currency exposures related to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contracts outstanding as at 31st March 2015 are as under Currency exchange USD/INR

(a) Number of sale contracts 3

(b) Aggregate amount (Rs. lacs) 7694.12

NOTE NO. 10

Previous year's figures have been regrouped / reclassified to make them comparable with those of current period.


Mar 31, 2014

1. NATURE OF OPERATIONS

Wall Street Finance Limited ("the Company") is a premier financial services company with forex and money remittance as its core activities. The Company engages in the buying and selling of foreign currencies, travellers'' cheques and various forex-related services. The Reserve Bank of India (RBI) has granted license to operate as an Authorised Dealer Category-II apart from holding a NBFC license as a Non-Deposit accepting financial company. The Company is also the principal agent of Western Union Financial Services - the world''s largest money transfer company.

2. a Information on equity shares allotted as bonus shares during the period of five years immediately preceding the reporting date : Nil

b. Terms / rights attached to 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.

c. Terms of conversion /redemption of convertible preference shares : N.A.

3. Premises Deposit includes deposits aggregating to Rs. 186.93 lacs which are disputed. After adjustment of lease rentals, already due, an amount of Rs. 186.93 lacs is recoverable. The Company had initiated legal proceedings in the previous year comprising of a legal recovery suit for Rs. 167.72 lacs, which has been referred by the court to an arbitrator, and another suit and winding up petition for recovery of deposits Rs. 19.21 lacs.

Based on the progress and the merits of the case, the Company is confident of recovery of such deposits and therefore no provision is considered necessary.

4. The Company had invested Rs. 25.00 lacs in redeemable preference shares of the erstwhile subsidiary company, Wall Street Commodities Private Limited (WSCPL), which were due for redemption in December 2011. In absence of such redemption by WSCPL, the Company had initiated legal recourse to recover the amount of investments. In absence of availability of latest financials of WSCPL, the Company had to rely upon the last available audited accounts as at 31st March 2012, according to which the net worth of WSCPL was sufficient to redeem the total preference share capital of Rs. 25.00 lacs and therefore, no provision for diminution is considered necessary.

5. Defined Benefit Plan

As per Accounting Standard 15 (AS 15), Employee Benefits, the Company has adopted the standard for Retirement benefits resulting into following:

a) Defined Contribution Plan

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees'' Gratuity Scheme of the Max New York Life Insurance Co. Ltd., a funded defined benefit plan for qualifying employees.

The present value of defined benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

NOTE NO. 6

CONTINGENT LIABILITIES

Year ended Year ended 31.03.2014 31.03.2013 (Rs. lacs) (Rs. lacs)

a) Bank Guarantees Issued by the Bank on behalf of the Company 231.65 231.65

b) Other Legal Matters -

Claim against the Company not acknowledged as debts

Claims have been made by some parties relating to fraudulent 280.34 280.34

transactions at a branch.

Labour matters involving issues relating to regularization of employment, termination 64.28 65.60 of employment, compensation etc.

In all the above cases, the Company is hopeful of succeeding and as such does not expect any significant liability to crystallize.

c) Demands relating to TDS aggregating to Rs. 81.41 lacs are reflected on the TRACES Website. Such demands are mainly on account of Challan Mismatch, Invalid PAN errors, PAN not available, Wrong deductee code mentioned in the TDS return etc. The Company is actively rectifying the defects in filling due to which such demand has since reduced to Rs. 46.61 lacs and is likely to be substantially reduced on completion of the rectification process. Pending completion of the process, no provision is considered necessary.

NOTE NO. 7

In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

NOTE NO. 8

RELATED PARTY TRANSACTIONS

Related Parties have been classified below as per Accounting Standard 18, Related Party. Transactions during the year with these parties have been tabulated as per this classification:

A) As per Clause 3(a) of AS 18:

a) Smart Value Ventures Pvt. Ltd. (Erstwhile Spice Investments and Finance Advisors Pvt. Ltd.)

b) S Global Insurance Advisory Ltd.

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

a) Mr. Dilip Modi, Ms. Divya Modi-Tongya and their relatives within the meaning of section 6, read with Schedule 1A of the Companies Act, 1956

C) Key Management Personnel (Clause 3(d) of AS 18):

a) Mr. Arun Ajmera and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956.

b) Mr. Gopal Tiwari and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956.

D) Enterprises over which any person described in (B) or (C) is able to exercise significant influence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year): -

a) Spice Mobility Limited

b) Spice Retail Limited

c) Spice Innovative Technologies Private Limited

d) Spice Enfotainment Limited

e) Spice Global Investments Pvt. Ltd.

f) Spicebulls Investments Limited (erstwhile known as 21st Century Capitals Limited)

g) Spice Televentures Private Limited (Amalgamated with Spice Mobility Ltd. w.e.f. 4th Nov. 10)

h) Goldman Securities Private Limited (w.e.f 30th Sep. 2011.)

i) Bharat IT Services Limited

j) Spice Digital Limited

k) Mobisoc Technology Private Limited

l) AGS Transact Technologies Limited

m) Spice Labs Private Limited

n) S i2i Limited

o) G. M. Modi Hospital & Research Centre

NOTE NO. 9

The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company''s activities is such that geographical segments are not separately identified.

The Company uses forward exchange contracts to hedge against its foreign currency exposures related to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

NOT NO. 10

Previous year''s figures have been regrouped / reclassified to make them comparable with those of current period.


Mar 31, 2013

1. NATURE OF OPERATIONS

Wall Street Finance Limited ("the Company") is a premier financial services company with forex and money remittance as its core activities. The Company engages in the buying and selling of foreign currencies, travellers'' cheques and various forex-related services. The Reserve Bank of India (RBI) has granted license to operate as an Authorised Dealer Category-ll apart from holding a NBFC license as a Non-Deposit accepting financial company. The Company is also the principal agent of Western Union Financial Services - the world''s largest money transfer company.

2.1: Premises Deposit includes amount aggregating to Rs. 186.93 lacs which are disputed.The Company had entered into a registered lease agreement with the erstwhile promoters of the Company for use of their office premises for which deposits of Rs. 225.00 lacs were paid. After adjustment of lease rentals, already due, an amount of Rs. 186.93 lacs was recoverable from such erstwhile promoters, which is now being disputed. The Company has initiated legal proceedings in the previous year which comprised of a legal recovery suit for Rs. 167.72 lacs, which has been referred by the court to an arbitrator and another suit and winding up petition for recovery of deposits Rs. 19.21 lacs.

Based on the legal suits filed by the Company and the facts and merits of the case, the Company is confident of recovery of such deposits and therefore no provision is considered necessary.

3.1: Claims receivable include an amount of Rs.211.80 lacs (RY. Rs. 211.80 lacs) being an insurance claim relating to loss of currency in the year 2003-04 for which the Company has preferred a suit in the Bombay High Court against the Insurance Company. The suit was dismissed by the High court during the previous year. The Company had submitted an appeal to reconsider to set aside such Court Order and the same has been admitted by the Honorable Court. Based on the facts and merit of the case, the Company is hopeful of recovery of the insurance claim and therefore no provision is considered necessary.

4.1: The Company had invested Rs. 25.00 lacs in redeemable preference shares of the erstwhile subsidiary company, Wall Street Commodities Private Limited (WSCPL), which were due for redemption in December 2011. In absence of such redemption by WSCPL, the Company has initiated legal recourse to recover the amount of investments. In absence of availability of latest financials of WSCPL, the Company has relied upon the audited accounts as at 31st March 2012, according to which the net worth of WSCPL was sufficient to redeem the total preference share capital of Rs. 25.00 lacs and therefore, no provision for diminution is considered necessary.

5.1: During the previous year, some fraudulent transactions at a branch in southern region were noticed which resulted losses aggregating to Rs. 521.61 lacs apart from third party claims of Rs. 280.34 lacs for which insurance claim has been filed.

The purvey by the Insurance Surveyor has been completed and the Company believes that the final survey report has been submitted to the Insurance Company. The Company has not received any intimation from the Insurance Company pointing out any discrepancy. Under these circumstances, the Company is hopeful of recovery of such insurance claim.

6.1 Defined Benefit Plan

As per Accounting Standard 15 (AS 15), Employee Benefits, the Company has adopted the standard for Retirement benefits resulting into following:

a) Defined Contribution Plan

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees'' Gratuity Scheme of the Max New York Life Insurance Co. Ltd., a funded defined benefit plan for qualifying employees.

The present value of defined benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

The following table sets out the status of defined benefit plans as required under AS 15 as on March 31, 2013.

NOTE NO. 7

In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

NOTE NO. 8

RELATED PARTY TRANSACTIONS

Related Parties have been classified below as per Accounting Standard 18, Related Party. Transactions during the year with these parties have been tabulated as per this classification:

A) As per Clause 3(a) of AS 18:

a) Spice Investments and Finance Advisors Private Limited

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

a) Mr. DilipModi, Ms. Divya Modi and their relatives within the meaning of section 6, read with Schedule 1Aof the Companies Act, 1956

C) Key Management Personnel (Clause 3(d) of AS 18):

a) Mr. Arun Ajmera and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956.

D) Enterprises over which any person described in (B) or (C) is able to exercise significant influence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year): -

a) Spice Mobility Limited

b) Spice Retail Limited

c) Spice Innovative Technologies Private Limited

d) Spice Enfotainment Limited

e) Spice Global Investments Private Limited

f) Spicebulls Investments Limited (erstwhile known as 21st Century Capitals Limited)

g) Spice Televentures Private Limited (Amalgamated with Spice Mobility Ltd. w.e.f. 4th Nov. 10) h) Goldman Securities Private Limited

i) Bharat IT Services Limited

j) Spice Digital Limited

k) Mobisoc Technology Private Limited

I) AGS Transact Technologies Limited

m) Spice Labs Private Limited

n) S i2i Limited

NOTE NO. 9

The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company''s activities is such that geographical segments are not separately identified.

NOTE NO. 10

The Company uses forward exchange contracts to hedge against its foreign currency exposures related to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contracts outstanding as at March 31, 2013 are as under Currency exchange USD/ INR

(a) Number of buy contracts = Nil

(b) Aggregate amount (Rs. lac) = Nil

(c) Number of sale contracts = 14

(d) Aggregate amount (Rs. lac) = 4631.14

NOTE NO. 11

Previous period / year''s figures have been regrouped / reclassified to make them comparable with those of current period.


Mar 31, 2012

1. NATURE OF OPERATIONS

Wall Street Finance Limited ("the Company") is a premier financial services company with forex and money remittance as its core activities. The Company engages in the buying and selling of foreign currencies, travellers' cheques and various forex-related services. The Reserve Bank of India (RBI) has granted license to operate as an Authorised Dealer Category-II. The Company has also been granted NBFC license as a Non-Deposit accepting financial company. The Company is also the principal agent of Western Union Financial Services - the world's largest money transfer company.

2. 1 Defined Benefit Plan

As per Accounting Standard 15 (AS 15), Employee Benefits, the Company has adopted the standard for Retirement Benefits resulting into following:

a) Defined Contribution Plan

The Company makes contribution towards provident fund to a Defined contribution retirement Benefit plan for qualifying employees. Under the scheme, the Company is required to contribute a specifed percentage of payroll cost to the retirement Benefit scheme to fund the Benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees' Gratuity Scheme of the Max New York Life Insurance Co. Ltd., a funded Defined Benefit plan for qualifying employees.

The present value of Defined Benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

For the year For the year ended ended 31.03.2012 31.03.2011 (Rs. lacs) (Rs. lacs)

NOTE NO. 3

CONTINGENT LIABILITIES

a) Guarantees Issued by the Company 226.74 200.00

b) Other Legal Matters –

i) Service tax matters disputed in the Central Excise and Service

Tax Appellate Tribunal (March-05 to March-10) 1,573.00 1,573.00

The Company has fled an appeal with the Central Excise and Service Tax Appellate Tribunal, for the stay on the demand orders raised by the the Service Tax Authorities, for the service tax demand on the commission received by the Company from M/s Western Union for money transfer services.

The Company has contested the above notices as Money

Transfer Services is considered to be part of Export Services and hence no service tax is payable on the same.

The unconditional stay has been granted by the Tribunal against the said demand.

ii) Claim against the Company not acknowledged as debts

Claims have been made by some parties relating to fraudulent 280.34 – transactions at a branch as referred in Note No. 21.1

Labour matters involving issues relating to regularization of 65.60 – employment, termination of employment, compensation etc.

iii)Income tax penalty U/s 271 (1) (c) disputed in appeal 8.00 –

In all the above cases, the Company is hopeful of succeeding and as such not expect any significant liability to crystalize.

NOTE NO. 4

In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

RELATED PARTY TRANSACTIONS

Related Parties have been classified below as per Accounting Standard 18, Related Party. Transactions during the year with these parties have been tabulated as per this classification:

A) As per Clause 3(a) of AS 18:

a) Goldman Securities Private Limited (till 29th September, 2011)

b) Spice Investments and Finance Advisors Private Limited

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

a) Mr. Dilip Modi, Ms. Divya Modi and their relatives within the meaning of section 6, read with Schedule 1A of the Companies Act, 1956

C) Key Management Personnel (Clause 3(d) of AS 18):

a) Mr. Rajeev Maheshwari and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956 till 15th November, 2011.

b) Mr. Arun Ajmera and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956 with effect from 15th November, 2011.

D) Enterprises over which any person described in (B) or (C) is able to exercise significant influence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year): -

a) Spice Mobility Limited

b) Spice Retail Limited

c) Spice Innovative Technologies Private Limited

d) Spice Enfotainment Limited

e) Spice Global Investments Private Limited

f) Spicebulls Investments Limited (erstwhile known as 21st Century Capitals Limited)

g) Spice Televentures Private Limited (Amalgamated with Spice Mobility Ltd. w.e.f. 4th Nov.10) h) Goldman Securities Private Limited (with effect from 30th September, 2011)

i) Bharat IT Services Limited

j) Spice Digital Limited Spice Labs Private Limited

NOTE NO. 5

The Company is engaged primarily in the business of forex and remittance and hence, there is no separate reportable segment within the criteria Defined under Accounting Standard 17 - Segment Reporting. The nature of Company's activities is such that geographical segments are not separately identified.

NOTE NO. 6

Previous year's figures have been regrouped / reclassified as per Revised Schedule VI to make them comparable with those of current year.


Mar 31, 2011

A) NATURE OF OPERATIONS

Wall Street Finance Limited ("the Company") is a premier financial services company with forex and money remittance as its core activities. The Company engages in the buying and selling of foreign currencies, travellers' cheques and various forex-related services. The Reserve Bank of India (RBI) has upgraded the Company to the status of Authorised Dealer Category-II and upgraded the Certificate of Registration from Deposit Company to Non-deposit Company on 4th June, 2010. The Company is also the principal agent of Western Union Financial Services - the world's largest money transfer company.

1. Loans and advances include an amount of Rs. 211.80 lacs (P.Y. Rs. 211.80 lacs) being an insurance claim relating to loss of currency in the year 2003-04. The Company has preferred a suit in the Bombay High Court against the Insurance Company, which has repudiated their liability to the claim and the Court has transferred this case to the list of undefended suits.

During the year, as advised by legal experts, the Company has approached the Bombay High Court

for obtaining Ex parte Decree in favour of the Company. The suit has been admitted by the Honourable High Court and the next hearing is scheduled for 28th June 2011. Under these circumstances, the Company is confi dent of recovery of the insurance claim and therefore no provision is considered necessary.

2. The Company has entered into a registered lease agreement with the erstwhile promoters of the Company for use of their office premises for which deposits of Rs. 225 lacs were paid. After adjustment of lease rentals, already due an amount of Rs. 186.78 lacs is recoverable from such erstwhile promoters, which is now being disputed. The Company has filed a legal notice for recovery of deposits Rs. 186.78 lacs and based on the legal communication and the facts and merits of the case, the Company is confi dent of recovery of such deposits and therefore no provision is considered necessary.

3. Contingent Liabilities

(Rs. lacs)

Particulars For the year ended

31.03.11 31.03.10

a) Guarantees issued by the Company 200.00 400.00

b) Details of pending litigation of Service Tax

March-05 to March-08 1,075.00 1,075.00

April-08 to March-09 275.00 275.00

April-09 to March-10 223.00 -

Total 1,773.00 1750.00

Note:

The Company has received the above show cause notices from the Service Tax Authorities, for the service tax amount on the commission received by the company from M/s Western Union for money transfer services.

The Company has contested the above notices and an appeal has been fi led against the above orders with the Central Excise and Service Tax Appellate Tribunal, for the stay on the demand orders.

The Company has contested the above notices as Money Transfer Services is considered to be part of Export Services and hence no service tax is payable on the same. Also, based on previously issued CBEC circulars and industry wide representation in the matter, there are favorable chances that the appeal will be decided in favour of the company.

4. In the course of acquisition of Goldman Securities Private Limited (GSPL) by the current promoters, the business of Instant Cash was also acquired. Such Investment in GSPL which is purely temporary in nature, was hived off into a 100% subsidiary to enable disposal of such business as per its valuation. While the management's intention for disposal continues, the actual sale has been delayed pending obtaining NOC from the principal of Instant Cash business as also obtaining RBI approval for transfer of MTSS License in GSPL. Having now received this NOC and Full Fledged Money Changer (FFMC) license from RBI, an enterprise valuation of such business has been obtained from expert valuers, according to which, the investments is likely to fetch a value which would be exceeding the cost of such investments. Under these circumstances, despite the apparent intrinsic value of GSPL as per financial statements appear lower than the cost, considering the market value of intangible assets and the demand for such licenses being high, no provision is considered necessary.

5. In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

6. Taxation:

The Company has provided the tax under MAT provisions amounting to Rs. 8.47 lacs as per the Income Tax Act, 1961.

In accordance with Accounting Standard 22 – "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India and as a conservative accounting policy which has been consistently followed by the Company, no Deferred Tax Asset has been recognized during the year despite the Company having past unabsorbed business losses under Income Tax Act, 1961.

12. There are no dues outstanding for more than 30 days in excess of Rs. 1.00 lac to small scale undertakings.

13. As per Accounting Standard 15 (AS 15), Employee Benefits, the Company has adopted the standard for Retirement benefits resulting into following:

a) Defi ned Contribution Plan

The Company makes contribution towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees' Gratuity Scheme of the Max New York Life Insurance Co. Ltd., a funded defined benefit plan for qualifying employees.

The present value of defined benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

14. Related Party Transactions

Related Parties have been classified below as per Accounting Standard 18, Related Party Transactions during the year with these parties have been tabulated as per this classifi cation:

a) As per Clause 3(a) of AS 18:

i) Goldman Securities Pvt. Ltd.

ii) Spice Investments and Finance Advisors Pvt. Ltd.

b) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them signifi cant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

i) Mr. Dilip Modi, Ms. Divya Modi and their relatives within the meaning of section 6, read with Schedule 1A of the Companies Act, 1956

c) Key Management Personnel (Clause 3(d) of AS 18):

i) Mr. Rajeev Maheshwari and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956 with effect from 6th May, 2010

d) Enterprises over which any person described in (B) or (C) is able to exercise significant influence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year):

i) Spice Mobility Ltd.

ii) Spice Retail Ltd.

iii) Spice Innovative Technologies Private Ltd.

iv) Spice Enfotainment Ltd.

v) Spice Global Investments Pvt. Ltd.

vi) Spicebulls Investments Ltd. (erstwhile known as 21st Century Capitals Ltd.)

vii) Spice Televentures Pvt. Ltd. (Amalgamated with Spice Mobility Ltd. w.e.f. 4th Nov.10)

17. The investments in GSPL (wholly owned subsidiary) has been acquired and held exclusively with a view to its subsequent disposal in the near future as explained in Note No. 4. In view of such investments being temporary in nature the accounts of GSPL are not required to be consolidated as per AS 21, Consolidated Financial Statement.

18. Pursuant to the resolution passed by board of directors dated 19th January, 2011, the Company has forfeited 53,200 partly paid up Equity Shares of Rs. 10 each on which total Rs. 2,66,000 remained unpaid on account of Equity Share Capital due to failure to pay balance amount of Calls during the year and necessary entries has been made in Register of Member.

19. In accordance with AS 17, the Company had determined its business segment as financials & allied services and forex and remittance. However, during the previous year the financials & allied services segment has ceased to be reportable business segment within the criteria defined under Accounting Standard 17. Thus there remains only one reportable business segment and hence no annual segmental results have been presented. The nature of Company's activities is such that geographical segments are not separately identified.

20. Schedule to the Balance Sheet of a Non-Banking Financial Company as required in terms of paragraph 13 of Non-Banking Financial (Non- Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

21. Previous year's figures have been regrouped / reclassifi ed wherever necessary to make them comparable with that of current year.


Mar 31, 2010

A) NATURE OF OPERATIONS

Wall Street Finance Limited is a premier financial services company with forex and money remittance as its core activities. Wall Street Finance Limited engages in the buying and selling of foreign currencies, travellers cheques and various forex-related services. The Reserve Bank of India (RBI) has upgraded the Company to the status of Authorised Dealer Category-II. The Company is also the principal agent of Western Union Financial Services - the worlds largest money transfer company.

1. Loans and advances include an amount of Rs.211.80 lacs (P.Y. Rs. 211.80 lacs) being an insurance claim relating to loss of currency in the year 2003-04. The Company has preferred a suit in the Bombay High Court against the Insurance Company, which has repudiated their liability to the claim. Based on the merits of the case and the opinion of legal experts, the Company is confdent of recovering the claim amount. Consequently, no provision is considered necessary.

2. Contingent Liabilities:

a) (Rs. lacs)

For the Year Ended on

Particulars 31.03.10 31.03.09

Guarantees Issued by the company 400.00 400.00

2. In the opinion of the Board, current assets, loans and advances have value equal to the amount shown in the Balance Sheet, if realized in the ordinary course of business.

3. Taxation:

In view of past unadjusted losses, the Company does not have taxable income computed under the regular provisions of Income Tax Act, 1961. Since the Company has incurred loss during the year, no Provision for Tax has been made.

In accordance with Accounting Standard 22 – "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India and as a conservative accounting policy which has been consistently followed by the Company, no Deferred Tax Asset has been recognized during the year despite the Company having past unabsorbed business losses under Income Tax Act, 1961.

4. There are no dues outstanding for more than 30 days in excess of Rs.1.00 lac to small scale undertakings.

As per Accounting Standard 15 (AS 15), Employee Benefits, the Company has adopted the standard for Retirement benefits resulting into following:

a) Defined Contribution Plan

The Company makes contribution towards provident fund to a Defined contribution retirement benefit plan for qualifying employees. Underthe scheme, the Company is required to contribute a specifed percentage of payroll cost to the retirement benefit scheme to fund the benefit.

b) Defined Benefit Plan

The Company makes annual contributions to the Employees Gratuity Scheme of the Max New York Life Insurance Co. Ltd., a funded Defined benefit plan for qualifying employees.

The present value of Defined benefit obligation and the relevant current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

5. Segment Reporting

The Company recognised financial & allied services and forex & remittance business as the two primary segments. Income from financial & allied services division comprise of financial and allied services, back office operations and consultancy income.

6. Related Party Transactions:

Related Parties have been classified below as per Accounting Standard 18, Related Party Transactions during the year with these parties have been tabulated as per this classifcation:

A) As per Clause 3(a) of AS 18:

a) Goldman Securities Private Limited

b) Reliance Money Express Limited (till 3rd September, 2009)

c) Spice Investments and Finance Advisors Private Limited (3)

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them signifcant infuence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

a) Mr. Dilip Modi, Ms. Divya Modi and their relatives within the meaning of section 6, read with Schedule 1A of the Companies Act, 1956 (3)

b) Mr. Asgar S. Patel and his relatives within the meaning of section 6, read with Schedule 1A of the Companies Act, 1956. (1)

C) Key Management Personnel (Clause 3(d) of AS 18):

a) Mr. Bhaskar Rao P. and his relatives within the meaning of section 6 read with Schedule 1A of the Companies Act, 1956 till 19th March, 2010. (2)

D) Enterprises over which any person described in (B) or(C) is able to exercise signifcant infuence (Clause 3(e) of AS 18) (related parties where transactions have taken place during the year): -

a) Patel Integrated Logistics Limited (1)

b) Patel Holdings Limited (1)

c) Wall Street Securities & Investments (India) Limited (1)

d) Worldwide Instant Remittances Private Limited (1)

e) Patel Real Estate Developers Private Limited (1)

f) Wall Street Commodities Private Limited (1)

g) A.S. Patel Trust (1)

h) Natasha Constructions Private Limited (1)

i) Spice Investments and Finance Advisors Private Limited (3)

j) Spicebulls Investments Limited (erstwhile known as 21st Century Capitals Limited) (3)

(1) till 8th February, 2010

(2) till 19th February, 2010

(3) w.e.f. 8th February, 2010

Notes:

1. Spice Investments and Finance Advisors Private Limited (SIFAPL) acquired the majority stake in the company and accordingly made an Open Offer to the share holders of the Company under Reg. 10, 12 and other applicable provisions of SEBI (SAST) Regulations, 1997. The Open Offer closed on 8th February 2010. The requisite 45 day report, in this connection, has also been fled by the lead managers to the Open Offer with SEBI. Thus, Spice Investments and Finance Advisors Pvt. Ltd. have now become the Promoters of the Company and the erstwhile promoters of the Company (the House of Patels) have ceased to be the Promoters. As on this date SIFAPL holds 62.14% of the shares of the Company.

7. The Scheme of Arrangement between the Company and its subsidiary i.e. Goldman Securities Pvt. Ltd. (GSPL) for the transfer of the Instant Cash Division of the Company in to GSPL was approved by the Honble High Court of Judicature at Bombay, vide their order dated 17th July 2009. The certifed copy of the order of the High Court has been fled with Registrar of Companies, Maharashtra at Mumbai (ROC) on 24th August 2009. The Scheme has become effective upon ?fling of the High Court order with ROC, with effect from the appointed date i.e. from 1st January 2009.

In view of such Scheme of Arrangement, Assets and Liabilities of Instant Cash Division, value aggregating to Rs. 510 Lacs has been demerged and shown as assets & liabilities of GSPL against issue of equity shares of GSPL at par for an equivalent value.

8. Amounts recoverable from Companies under the same management as Defined under section 370(IB) of the Companies Act, 1956.

9. Goldman Securities Private Limited (GSPL) is a wholly owned subsidiary of the Company. During the year, there has been a major change in the shareholding of the Company, whereby the promoters of the Company have changed. As per the business plans of the new management, investment in GSPL is held temporarily to be divested in the near future, for which necessary steps are being initiated. Under the circumstances, the accounts of GSPL are not consolidated alongwith those of the Company, in accordance with Accounting Standard 21, Consolidated Financial Statement.

10. Previous years figures have been regrouped,/ reclassified wherever necessary to make them comparable with that of current year.

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