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Company Information

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DIGISPICE TECHNOLOGIES LTD.

27 November 2025 | 12:22

Industry >> Financial Technologies (Fintech)

Select Another Company

ISIN No INE927C01020 BSE Code / NSE Code 517214 / DIGISPICE Book Value (Rs.) 10.71 Face Value 3.00
Bookclosure 28/09/2023 52Week High 36 EPS 0.00 P/E 0.00
Market Cap. 559.21 Cr. 52Week Low 17 P/BV / Div Yield (%) 2.23 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2025-03 

K. Provisions, Contingent Liabilities and
Contingent Assets

Provisions are recognised when present
obligations as a result of a past event will
probably lead to an outflow of economic
resources and amounts can be estimated
reliably. Timing or amount of the outflow may still
be uncertain. A present obligation arises when
there is a presence of a legal or constructive
commitment that has resulted from past events,
for example, legal disputes or onerous contracts.
Provisions are not recognised for future operating
losses

Provisions are measured at the estimated
expenditure required to settle the present

obligation, based on the most reliable evidence
available at the reporting date, including the risks
and uncertainties associated with the present
obligation.

Provisions are discounted to their present values,
where the time value of money is material.AII
provisions are reviewed at each reporting date
and adjusted to reflect the current best estimate.
In those cases where the outflow of economic
resources as a result of present obligations is
considered improbable or remote, no liability is
recognised.

Contingent liability is disclosed for

Possible obligations which will be confirmed only
by future events not wholly within the control of
the Company or

• Present obligations arising from past events
where it is not probable that an outflow of
resources will be required to settle the obligation
or a reliable estimate of the amount of the
obligation cannot be made.

The Company does not recognize a contingent
liability but discloses its existence and other
required disclosures in notes to the financial
statements, unless the possibility af any outflow in
settlement is remote.

Contingent assets are not recognised. However,
when inflow of economic benefits is probable,
related asset is disclosed.

Provisions, contingent liabilities and contingent
assets are reviewed at each reporting date.

L Retirement and other long term
employee benefits

Retirement benefit in the form of provident fund is
a defined contribution scheme. The Company
has no obligation, other than the contribution
payable to the provident fund. The Company
recognizes contribution payable to the provident
fund scheme as an expense, when an employee
renders the related service.

The Company operates a defined benefit plan i.e.
gratuity plan. The liability as at the year end

represents the actuarial valuation of the gratuity
liability of continuing employees as at the end of
the year. The cost of providing benefits under the
defined benefit plan is determined using the
projected unit credit method.

Remeasurement comprising of actuarial gains
and losses, are recognised immediately in the
balance sheet with a corresponding debit or
credit to retained earnings through OCI in the
period in which they occur. Remeasurement are
not reclassified to profit or loss in subsequent
periods.

Net interest is calculated by applying the
discount rate to the net defined benefit liability or
asset. The Company recognizes the following
changes in the net defined benefit obligation as
an expense in the statement of profit and loss:

- Service costs comprising current service costs,
past-service costs, goins and losses on
curtailments and non- routine settlements; and

- Net interest expense or income

Accumulated leave, which is expected to be
utilized within the next twelve months, is treated
as short-term employee benefit. The Company
measures the expected cost of such absences as
the additional amount that it expects to pay as a
result of the unused entitlement that has
accumulated at the balance sheet date. The
Company recognizes expected cost af short¬
term employee benefit as an expense, when an
employee renders the related service.

The Company treats accumulated leave
expected to be carried forward beyond twelve
months, as long-term employee benefit for
measurement purposes. Such long-term

compensated absences are provided for based
on the actuarial valuation using the projected
unit credit method at the reporting date.
Remeasurement gains/ losses on the

compensated absences are immediately taken
to the statement of profit and loss and are not
deferred.

M. Share-based payments

The Company recognises compensation expense
or cost relating to share-based payment in
statement of profit and loss using fair value in
accordance with Ind AS 102 "Share-based
Payment* except the value of Stock Options to
employees of the Subsidiary Companies and
Holding Company are considered as investment
ond directly reduced from the retained earnings
respectively.

‘The Company initially measures the cost of
equity-settled transactions with employees using
Black and Scholes model to determine the fair
value of the liobility incurred. That cost is
recognised, together with a corresponding
increase in share-based payment (SBP) reserves
in equity, over the period in which the
performance and/or service conditions are
fulfilled in employee benefits expense. The
cumulative expense recognised for equity-settled
transactions at each reporting date until the
vesting date reflects the extent to which the
vesting period has expired and the Company's
best estimate of the number of equity instruments
that will ultimately vest The expense or credit in
the statement of profit and loss for a period
represents the movement in cumulative expense
recognised as at the beginning and end of that
period and is recognised in employee benefits
expense.

Estimating fair value for share-based payment
transactions requires determination of the most
appropriate valuation model, which is dependent
on the terms and conditions of the grant Vesting
conditions, other than market conditions Le.
performance based condition are not taken into
account when estimating the fair value. This
estimate also requires determination of the most
appropriate inputs to the valuation model
including the expected life of the share option,
volatility and dividend yield and making
assumptions about them.

When the terms of an equity-settled award are
modified, the minimum expense recognised is the
grant date fair value of the unmodified award,
provided the original vesting terms of the award
are met. An additional expense, measured as at
the date of modification, is recognised for any
modification that increases the total fair value of
the share-based payment transaction, or Is
otherwise beneficial to the employee. Where an
award is cancelled by the entity or by the
counterparty, any remaining element of the fair
value of the award is expensed immediately
through profit or loss.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

N. Trust Shares as per Scheme of
Amalgamation (refer Note I5A)

In pursuance to a Scheme of Amalgamation
effected in Financial year 2010-11 following trusts
were created:

-Independent Non-Promoter Trust ("NPT)
-Independent Non-Promoter (Spice Employee
Benefit) Trust (’EBT1)

EBT holds equity shares of the Company for the
benefit of the employees of the Company, its
associates and subsidiaries and NPT holds equity
shares for the benefit of the Company.
Considering conservative interpretation of Ind AS
32, number of equity shares held by the NPT and
EBT are reduced from total number of issued
equity shares

Equity shares that are held by two trusts are
recognised at cost and deducted from Equity/
Other Equity. No gain or loss is recognised in
statement of profit and loss on the purchase, sale,
issue or cancellation of the Company's own
equity instruments which is directly adjusted with
equity and other equity.

O. Cash and cash equivalents

Cash and cash equivalent in the balance sheet

comprise cash at banks and on hand, cheques
on hand and short-term deposits with an original
maturity of three months or less, which are
subject to an insignificant risk of changes in value.

P. Earnings per share

Basic earning per share is calculated by dividing
the net profit for the year attributable to equity
shareholders (after deducting the compulsory
redeemable preference share dividend) by the
weighted average number of equity shares
outstanding during the year.

Diluted earning per share is calculated by dividing
the net profits attributable to equity shareholders
(after deducting dividend on compulsory
redeemable preference shares) by the weighted
average number of equity shares outstanding
during the year (adjusted for the effects of dilutive
options).

Q. Fair value measurement

In determining the fair value of its financial
instruments, the Company uses a variety of
methods and assumptions that are based on
market conditions and risks existing on initial
recognition and at each reporting date. The
methods used to determine fair value include
discounted cash flow analysis, available quoted
market prices and dealer quotes. All methods of
assessing fair value result in general
approximation of value, and such value may
never actually be realized. For financial assets
and liabilities maturing within one year from the
Bolance Sheet date and which are not carried at
fair value, the carrying amounts approximate fair
value due to the short maturity of these
instruments.

Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an
orderly transaction between market participants
at the measurement date, regardless of whether
that price is directly observable or estimated sing
another valuation technique. In estimating the fair
value of an asset or a liability, the Company takes
into account the characteristics of the asset or
liability, if market participants would take those
characteristics into account when pricing the
asset or liability at the measurement date.

In addition, far financial reporting purposes, fair
value measurements are categorized into Level 1,
2 or 3 based on the degree to which the inputs to
the fair value measurements are observable and
the significance of the inputs to the fair value
measurement in its entirety, which are described
os follows:

- Level 1 inputs are quoted prices /net asset value
(unadjusted) in active markets for identical assets
or liabilities that the company can occess at the
measurement date;

-Level 2 inputs are inputs, other than quoted
prices (unadjusted) included within Level 1, that
are observable for the asset or liobility, either
directly or indirectly; ond

-Level 3 inputs are unobservable inputs for the
asset or liability.

R. Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting done to the
chief operating decision maker. The executive
directors of the Company have been identified as
being the chief operating decision maker by the
Management of the Company. The Company
operates in a single operating segment and
geographical segment.

S. Financial instruments

Initial recognition and measurement

Financial assets and financial liabilities are
recognized when the Company becomes a party
to the contractual provisions of the financial
instrument. Finoncial instrument (except trade
receivables) are measured initially at fair value
adjusted for transaction costs, except for those
carried at fair value through profit or loss. Trade
receivables are meosured at their transaction
price unless it contains a significant financing
component in occordance with Ind AS 115 for
pricing adjustments embedded in the contract
Subsequent measurement af financial assets and
financial liabilities is described below:

Subsequent measurement

I. Financial assets carried at amortised cost

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

* The asset is held within a business model whose
objective is to hold assets for collecting
contractual cash flows, and

♦ Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPl) on the
principal amount outstanding.

After initial measurement, such financial assets
are subsequently measured at amortised cost
using the effective interest rate (EIR) method.

ii. Loans and borrowings

After initial recognition, interest-bearing loans and
borrowings are subsequently meosured at
amortised cost using the EIR method. Gains and
losses are recognised in profit or loss when the
liabilities are derecognised as well as through the
EIR amortisation process. Amortised cost is
calculated by taking into account any discount or
premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is
included as finance costs in the statement of
profit and loss.

T. Impairment of financial assets

In accordance with ind AS 109, the Company
applies expected credit loss (ECL) mode! for
measurement and recognition of impairment
loss for financial assets. ECL is the weighted-
average of difference between all contractual
cash flows thot are due to the Company in
accordance with the contract and oil the cash
flows thot the Company expects to receive,
discounted at the original effective interest rate,
with the respective risks of default occurring os
the weights. When estimating the cash flows, the
Company considers:

• All contractual terms of the financial ossets
(including prepayment and extension) over the
expected life of the assets

• Cash flows from the sale of colloteral held or
other credit enhancements that are integral to
the contractual terms.

i) Trade receivables:

In respect of trade receivables, the Company
applies the simplified approach of Ind AS 109,
which requires measurement of loss allowance at
an amount equal to lifetime expected credit
losses. Lifetime expected credit losses are the
expected credit losses that result from all
possible default events over the expected life of a
financial instruments.

ii) Other financial assets:

In respect of its other financial assets, the
Company assesses if the credit risk on those
financial assets has increased significantly since
initial recognition. If the credit risk has not
increased significantly since initiol recognition,
the Company measures the loss allowance at an
amount equal to 12-month expected credit
losses, else at an amount equal to the lifetime
expected credit losses.

When making this assessment, the Company
uses the change in the risk of a default occurring
over the expected life of the financial asset. To
make that assessment, the Company compares
the risk of a default occurring on the financial
asset as at the balance sheet date with the risk of
a default occurring on the financial asset as at
the dote of initial recognition and considers
reasonable and supportable information, thot is
available without undue cost or effort, that Is
indicative of significant increases in credit risk
since initial recognition. The Company assumes
that the credit risk on a financial asset has not
increased significantly since initial recognition if
the financial asset is determined to have low
credit risk ot the balance sheet date.

iii) De-recognition of financial assets:

A financial asset is primarily de-recognised when
the contractual rights to receive cash flows from
the asset have expired or the Company has
transferred its rights to receive cash flows from
the asset.

U. Derecognition of financial liabilities

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the
terms of an existing liability are substantially
modified, such an exchange or modification is
treated as the Derecognition of the original
liability and the recognition of o new liability. The
difference in the respective carrying amounts is
recognised in the statement of profit or loss.

V. Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

W. Non-Current Asset held for sale and
Discontinuing Operations:

The Company classifies non-current assets and
disposal groups as held for sale if their carrying
amounts will be recovered principally through a
sale/ distribution rather than through continuing
use. Actions required to complete the sale should
indicate that it is unlikely that significant changes
to the sale will be made or that the decision to sell
will be withdrawn. Management must be
committed to the sale expected within one year
from the date of classification.

For these purposes, sale transactions include
exchanges of non-current assets for other non¬
current assets when the exchange has
commercial substance. The criteria for held for
sale classification is regarded met only when the
assets or disposal group is available for
immediate sale in its present condition, subject
only to terms that are usual and customary for
sales of such assets (or disposal groups), its sale
is highly probable; and it will genuinely be sold,
not obandoned. The Company treats sale of the
asset or disposal group to be highly probable
when:

• The appropriate level of management is
committed to a plan to sell the asset (or disposal
group),

Ý An octive programme to locate a buyer and
complete the plan has been initiated (if
applicable),

Ý The asset (or disposal group) is being actively
marketed for sale at a price that is reasonable in
relation to its current fair value,

Ý The sale is expected to qualify for recognition as
? completed sale within one year from the date
of classification, and

• Actions required to complete the plan indicate
that it is unlikely that significant changes to the
plan will be made or that the plan will be
withdrawn.

Non-current assets held for sale and disposal
groups are measured at the lower of their
carrying amount and the fair value less costs to
sell. Assets and liabilities classified as held for sale
are presented separately in the balance sheet

Property, plant and equipment and intangible
assets once classified as held for sale to owners
are not depreciated or amortised.

A discontinuing operation is a component of an
entity that is classified as held for sale, and:

- represents a separate major line of business or
geographical area of operations,

- is part of a single co-ordinated plan to dispose
of a separate major line of business or
geographical area of operations.

Discontinuing operations are excluded from the
results of continuing operations and are
presented as profit or loss before / after tax from
discontinuing operations in the statement of profit
and loss.

X. Foreign currencies

Transactions in foreign currencies are recorded
by the Company at their respective functional
currency at the exchange rates prevailing at the
date of the transaction first qualifies for
recognition At the reporting date, monetary
assets and liabilities denominated in foreign
currency are restated at the prevailing exchange
rates.

Exchange differences arising on settlement or
translation of monetary items are recognised in
the Statement of Profit & Loss with the exception
of the following:

Non-monetary items that are measured at
historical cost in a foreign currency are translated
using the exchange rates at the date of initial
transactions. Non-monetary items measure at fair
value in a foreign currency are translated using
the exchange rates at the date when the fair
value is determined.

2.5 New and amended standards

0) Ind AS 117 Insurance Contracts

The Ministry of corporate Affairs (MCA) notified the
insurance Contracts, vide notification dated 12
August 2024, under the Companies (Indian
Accounting Standards) Amendment Rules, 2024,
which is effective from annual reporting periods
beginning on or after 1 April 2024.

Ind AS 117 Insurance Contracts is a comprehensive
new accounting standard for insurance contracts
covering recognition and measurement,
presentation and disclosure. Ind AS 117 replaces
Ind AS 104 Insurance Contracts. Ind AS 117 applies
to all types of insurance contracts, regardless of
the type of entities that issue them as well as to
certain guorantees and financial instruments with
discretionary participation features.

The application of Ind AS 117 had no impact on the
Company's financial statements as the Company
has not entered any contracts in the nature of
insurance contracts covered under Ind AS 117.

(ii) Amendment to ind AS 116 Leases -
Lease Liability in Sale and Leaseback
Transactions

The MCA notified the Companies (Indian
Accounting Standards) Second Amendment
Rules, 2024, which amend Ind AS 116, Leases, with
respect to Lease Liability in Sale and Leaseback
Transactions.

The amendment specifies the requirements that
a seller-lessee uses in measuring the lease
liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not
recognise any amount of the gain or loss that
relates to the right of use it retains
The amendment is effective for annual reporting
periods beginning on or after 1 April 2024 and
must be applied retrospectively to sale and
leaseback transactions entered into after the
date of initial application of Ind AS 116.

The amendment does not have any impact on
the Company's financial statements.

2.6 Climate - related matters

The Company considers climate-related matters
in estimates and assumptions, where
appropriate. This assessment includes a wide
range of possible impocts on the Company due
to both physical and transition risks.

Even though the Company believes its business
model and products will still be viable after the
transition to a low-carbon economy, climate-
related matters increase the uncertainty in
estimates and assumptions underpinning
several items in the financial statements. Even
though climate-related risks might not currently
have a significant impact on measurement, the
Company is closely monitoring relevant changes
and developments, such as new climate-related
legislation. The items and considerations that are
most directly impacted by climate-related
matters are Useful fife of property, plant and
equipment and Impairment of non-financial
assets.

Notes:

a. During the previous year, the Company has sotd its property (both land and Building) in Dehradun, resulting in
a gain of Rs.160.56 lakhs which has been recorded in other income under continuing operations.

b. Depreciation charge for the year includes Nil (Previous year - Rs. 40.34 iakhs) related to discontinued
operations.

c. Immediately before the classification of digital technology business as a discontinued operation, the
recoverable amount was estimated for certain items of property, plant and equipment Following the
classification, a write-down of Rs. 65.39 lakhs was recognised pertaining to assets discarded during the previous
financial year. This was recognised in discontinued operations in the statement of profit and loss for the year
ended March 31, 2024.

d. Additions/deletions to PPE and depreciation on PPE and/or disposals for the previous year have been presented
for both continuing and discontinued operations.

e. The amount is transferred from Asset held for sale to Property, Plant & Equipment during the year due to
change in management decision to use these assets in near future.

b. The Company's investment properties as on March 31, 2025 and March 31, 2024 consist of two office property
situated at Kolkata and Mumbai and one factory land and building situated at Rampur in Uttar Pradesh. The
management has determined the classification of investment properties based on nature, characteristics and
risks of each property.

c. The Company has no restrictions on the realisability of its investment properties and no contractual
obligations to purchase, construct or develop investment properties.

d. The Company has one office building at Kolkata which it holds for rental purpose which is vacant from March
17, 2024 on account of termination of agreement with the tenant. The Company expects this building to be
rented out again. Accordingly, the building is treated as an Investment property.

e. Measurement of fair value

The fair value of investment properties situated at Mumbai, Kolkata and Rampur has been determined on March
31, 2025 by external independent registered valuer defined under rule 2 of Companies (Registered Valuers and
Valuation) Rules, 2017. In the Opinion of management, there is no materia! change in the fair value of investment
property since then. The fair value measurement for investment properties has been categorised as a level 3 fair
value based on inputs to valuation techniques used (refer note 4f). Fair value hierarchy disclosures have been
given in note 36.

The market approach uses prices and other relevant information generated by market transactions involving identical or
complete assets. Valuation techniques consistent with the market approach often use market multiples derived from a
set of comparable. Multiples might be in ranges with a different multiple for each comparable. The selection of the
appropriate multiple within range requires judgement, considering qualitative and quantitative factors specific to the
remeasurement.

Note:

?. During the previous year, the Company has fully amortised the written down value of Intellectual Property
Rights by way of occelerated amortisation in discontinued operations.

?. Leases

Company as a lessee

The Company has a lease contract for a building used in its operations. Lease of building has a lease term of 3
years.

The Company's obligations under its leases are secured by the lessor's title to the leased assets
The Company also has certain leases with lease terms of 12 months or less and with low value.

The Company applies the short-term tease' and 'leose of low-value assets' recognition exemptions for these
leases.

a) During the year ended March 31, 2024, S Global Services Pte Limited (“SGS"), Singapore, the subsidiary of the
Company has invested an additional amount of Rs. 34.36 lakhs via right issue in DigiAsia Bios Pte Ltd ("DigiAsia").
The fair value of investment at March 31,2024 was determined based on the right issue price, since no other basis
was practically available. This resulted in a gain of Rs. 3,779.64 lakhs which has been adjusted from provision for
impairment. During the year, the Company has observed significant volatility in the market share price of DigiAsia,
and the mdrket share price of DigiAsia has reduced significdntly leading to reduction in the fair value of the
investment as at March 31, 2025 from its carrying value. Consequently, the Company has recognised write down
of Rs. 4,102.73 lakhs to the fair value less cost to sell of Invesmtent in SGS which is classified as assets held for sale
(discontinued operations).

b) On January 15,2024, Spice Money Limited (one of the subsidiary of the Company) has passed special resolution
in extra-ordinary general meeting to change the terms of 3,30,00,000 Cumulative Compulsory Convertible
Preference Shares ("CCCPS") issued and allotted as approved by the Shareholders vide resolution dated April 28,
2021 and the Board of Directors resolution dated May 25, 2021, by converting them into 3,30,00,000 NCRPS. Further,
Spice Money Limited has redeemed 100,00,000 NCRPS amounting to Rs. 500 lakhs (March 31, 2024: Rs. 500 lakhs)
during the year.

c) During the current year, the Company has transferred Investment in Vikasni Fintech Private Limited and E-Arth
Travel Solutions Private Limited from Assets held for sale to Investments due to change in management decision
to continue with these investments.

d) During the previous year, the Company made a provision for diminution in value of investments in Digispice
Nepal Private Limited, amounting to Rs. 31.30 Lakhs as disclosed in discontinued operations (note 21) and for
Creotive Functionapps Lab Private Limited omounting to Rs. 50.12 Lakhs, as disclosed in continuing operations
(note 27).

(b) Rights/ preferences/ restrictions attached to equity shares

The Company has single class of equity shares having a par value of Rs 3 per share. Accordingly, all equity
shares rank equally with regard to dividends and share in the company's residual assets on winding up. The
equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity
shareholder on a poll (not on show of hands) are in proportion to his/its share of the paid-up equity share
capital of the company. Voting rights cannot be exercised in respect of shares on which any call or other sums
presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture.

(f) Shares reserved for issue under employee stock incentive plans

For details of shares reserved for issue under the employee stock incentive plans of the Company, refer note 35
for details.

(g) Paid up share capital includes 38,083 equity shares allotted on June 14, 2019 pursuant to Scheme of
Arrangement without payment being received in cash. No share has been allotted by way of bonus shares
during the period of five years immediately preceding the balance sheet date.

As on March 31, 2025, Independent Non-Promoter (Spice Employee Benefit) Trust ('EBT') holds 1,01,55,067 (March
31, 2024: 1,01,55,067) equity shares of the Company, for the benefit of the employees of the Company, its
associates and subsidiaries and Independent Non-Promoter Trust ('NPT') holds 1,59,12,776 (March 31, 2024:
1,59,12,776) equity shares of the Company for the benefit of the Company. These equity shares were transferred
to the Trusts pursuant to the Scheme of amalgamation of Spice Televentures Private Limited ('STPL'), the
erstwhile holding company, with the Company, duly approved by High Court, Allahabad, at a value at which
these equity shares were held in the books of STPL

During the year the Company has received Nil (March 31, 2024: Nil), as a beneficiary, from the Independent
Non-Promoter Trust including surplus arising from sale of its shares. The surplus fund would be utilised by the
Company as per the terms of the Trust deed of Independent Non-Promoter Trust Further, the Company has
received Nil (March 31, 2024: Nil) against receivables, from the Independent Employee Benefit Trust and includes
surplus arising from sale of its shares .The above receipts are shown as part of the Trust Reserve.

Taking a conservative interpretation of "Ind AS 32" face value of shares held by these trusts has been deducted
from equity and amount over and above face value has been shown as deduction under the head ‘Trust
shares" separately in other equity.

Pursuant to a Scheme of Arrangement between the Company and Spice Money Limited (formerly, Spice Digital
Limited) and Spice IOT Solutions Limited ond Mobisoc Technology Private Limited and Spice Labs Private Limited
and their respective shareholders and creditors ("Scheme’') under Sections 230-232 and other applicable
provisions of the Companies Act, 2013 which was approved by the Hon'ble National Company Law Tribunal, New
Delhi, Principal Bench ("NCLT") vide order dated May 20,2019. Accordingly, the Scheme of Arrangement has been
given effect from appointed date April 01, 2017. The assets and liabilities of Digital Technology Services (DTS)
Business of Spice Money Limited (formerly, Spice Digital Limited) and the amalgamating companies were
transferred to and vested with the Company with effect from the appointed date viz. April 01, 2017. Accordingly,
Capital reserve was created on acquisition of DTS business from a subsidiary company i.e. Spice Money Limited
(formerly, Sptce Digital Limited).

*ln an earlier year, the Company has received a refund of interest on income tax for the period from April 2018 to
March 2021 of Rs. 183 lakhs for the assessment year 2018-19. This amount was paid initially to one of the
subsidiary company and later on transferred to the Company as it pertains to the business acquired by the
Company through a scheme of Arrangement. During the year, the Company has been granted a refund of Rs.
1,429 lakhs (including interest of Rs. 321 lakhs u/s 244A of Income tax Act for the period from November 2019 to
June 2024) in relation to same assessment year. As per Company's understanding, the interest amount
received during the current year includes interest for the period from November 2019 to March 2021 which was
paid earlier as well by the Income tax department. Accordingly, the Company has made a provision of Rs. 183
lakhs for excess interest receipt

21 Discontinued operations

The Board of directors of DiGiSPICE Technologies Limited, in its meeting held on April 07, 2023, had approved, in
principle, to exit Digital Technology Services Business. This is in keeping with the repositioning of the overall group
strategy to focus on Financial Technology Services opportunities, mainly through its subsidiary Spice Money
Limited ('Spice Money') and other group entities. On July 1, 2024, the business operations of Digital Technology
Services ('DTS') got completely discontinued, except for certain assets held for sale/ disposal for which the
management remains committed to its plan to sell the assets/ settle the liabilities in the near future.
Consequently, Digital Technology Services segment has been classified as discontinued operations and its
results are given as below:

Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders of the
Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders (after adjusting
impact on profit of dilutive potential equity shares) by the aggregate of weighted average number of equity
shares outstanding during the year and the weighted average number of equity shares that would be issued on
conversion of all the dilutive potential equity shares into equity shares.

The following table reflects the profit and share data used in the basic and diluted EPS computations:

The Company have a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act,
1972. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days
salary (last drawn salary) for each completed year of service or part thereof in excess of six months. The level of
benefits provided depends on the member's length of service and salary at the time of departure.

payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to
terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses
(unless they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, o change in the lease payments (e.g., changes to future payments
resulting from o change in an index or rate used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.

30. Leases

1. Company as a Lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and
right-of-use assets representing the right to use the underlying assets.

i) Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e, the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cast of right-
of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.

If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculoted using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment.

ii) Lease Liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments (including
in substance fixed payments) less any lease incentives receivable, variable lease payments that depend an an
index or a rate, and amounts expected ta be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by the Company and

2. Company as a lessor

The Company wos not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as
a lessor, except for o sub-lease. The Company accounted for its leases in accordance with Ind AS 116 from the
date of initiol application. The Company does not have any significant impact on account of sub-lease on the
application of this standard.

The Company has leased out a portion of the office premises on operating lease. The lease term is for 11 months
and thereafter renewoble on mutual agreement. There is no escalation clause in the lease agreement. There are
no restrictions imposed by lease arrangements.

^During the year, one of the director has exercised 6,00,000 options valuing Rs. 40.38 lakhs which were granted
and fully vested in earlier years. Also, the Company has granted 5,00,000 options (March 31, 2024: Nil options) to
persons who were KMP at any time during the financial year ended March 31, 2025, out of which 5,00,000 options
has been lapsed (Till March 31,2024: Nil) during the year, value of which shall be disclosed at the time of exercise
of options.

The Company has granted Stock Options to eligible employees, including Executive Directors and certain KMPs,
under its Employee Stock Option Schemes, 2018 [within the meaning of the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014]. Since such Stock Options are not tradeable, no
perquisite, benefit is immediately conferred upon the employee by grant of such Stock Options and accordingly
the said grants have not been considered as remuneration. However, in accordance with Ind AS -102 ' Share-
based Payment', the Company has recorded employee benefits expense by way of share based payments to
employees attributable to Executive Directors and certain KMPs.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's
length transactions. Outstanding balances at the year-end are unsecured and interest free (except for loan
given) and settlement occurs in cash. This assessment for impairment of receivables relating to amounts owed
by related parties is undertaken each financial year through examining the financial position of the related
parties.

34. Segment information

The Company's business activities fall within a single operating segment viz. "Digital Technology Services
(DiGiSPICE)" and accordingly, the disclosure requirement of Indian Accounting Standard (ind AS-108) 'Operating
Segments' prescribed under Section 133 of the Companies Act, 2013 read with the relevant Rules issued
thereunder is not applicable.

35. Share-based payments

The Company has granted stock options under the DTL - Employee Stock Option Plan 2018 (ESOP) to the eligible
employees of the Company. Under ESOP, the Company has granted 2,13,81,000 options on September 18, 2018,
34,39,000 options on February 05, 2019, 25,25,000 options on August 01, 2022 and 5,00,000 options on August 08,
2024. Vesting period shall be as determined by the Committee at the time of grant but shall not be less than 1
year and it may extend upto 5 years from the Grant Date in the manner and as per the vesting schedule
prescribed by the Committee. The Employee Stock Options granted may be exercised by the Option Grantee
anytime after respective Vesting Date till Termination of employment, and such further period, and in such
tranches and proportion as provided under the ESOP Scheme or as may be decided by the Committee. Each
option when exercised would be converted into one fully paid-up equity share of Rs.3 each of the Company. The
options granted under ESOP carry no rights to dividends and voting rights till the date of exercise.

The fair value of the options are estimated at the grant dates using Black and Schoies Model, taking into account
the terms and conditions upon which the options were granted.

Certain unvested options were cancelled on non-fulfilment of certain vesting conditions under ESOP. As at the
end of the financial year, details and movements of the outstanding options are as follows:

Investments in note 7 represents investments in equity shares of subsidiaries and associates which are carried at
cost and hence are not required to be disclosed as per Ind AS 107 "Financial Instruments Disclosures". Hence, the
same have been excluded from the above table.

36B. Fair value hierarchy

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

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

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are
observable, either directly or indirectly.

Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based
on observable market data.

The Company has assessed that the fair value of trade receivables, cash and cash equivalents, other bank
balances, loans (current), other current financial assets, trade payables, borrowings and other current financial
liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments.
Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined
present value. Similarly, unquoted equity instruments in subsidiary company and associate company has been
considered at cost less impairement, if any, and has been excluded in the fair value measurement disclosed
below.

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

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

-Borrowings are evaluated by the Company based on parameters such as interest rates and specific country
risk factors.

-The fair value of other financial liabilities is estimated by discounting future cash flows using rates currently
available for debt on similar terms, credit risk and remaining maturities.

-The fair values of the FVTPL quoted financial investments are derived from quoted market prices in active
markets.

-The fair values of the Company's interest-bearing borrowings and loans are determined by using DCF method
using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. No own non¬
performance risk as at March 31,2025 was assessed.

-Interest rate risk

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 the risk of changes in market interest rates
relates primarily to the Company's short-term debt obligations with floating interest rates and loan advanced by
Company to fellow subsidiaries and a body corporate.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion
of borrowings affected, with all other variables held constant, the Company's profit before tax is offected through
the impact on floating rate borrowings, present rate is FDR 1% (previous year FDR 1%), the impact of change in
rate is as follows:

interest rate sensitivity calculated on borrowing and interest bearing deposits from customers. The impact of
change in interest rate is given below:-

37. Financial risk management objectives and policies

The Company's principal financial liabilities, comprise borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance and support the Company's operations. The Company's principal
financial assets include loans, trade and other receivables, cash and cash equivalents and other bank balances
that derive directly from its operations. The Company also holds FVTPL investments and investment in subsidiary
companies, associates and a joint venture measured at cost, unless otherwise as stated.

The Compdny is exposed to market risk, credit risk and liquidity risk. The senior management of the Company
advises on financial risks and the appropriate financial risk governance framework. The senior management
provides assurance that the Company's financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. The Board of Directors reviews and agrees on policies for managing each of these
risks, which are summarised below.

l) 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: currency risk, interest rate risk and other price
risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and
borrowings, deposits. Company is not affected by commodity risk and currency risk.

The sensitivity analysis in the following sections relate to the position as at March 31,2025 and March 31,2024.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates
relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign
currency) and the Company's net investments in foreign subsidiaries.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in AED, USD, AFN, LKR, SGD, NPR
and BDT exchange rates, with all other variables held constant. The impact on the Company's profit before tax
due to changes in the fair value of monetary assets and liabilities is given below. The Company's exposure to
other foreign currency is not material.

-Trade receivables

Customer credit risk is managed by the Company's established credit policy, procedures and control relating to
customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating
scorecard and individual credit limits are defined in accordance with this assessment and also based upon
agreement/terms with respective customers. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a
large number of minor receivables are categorized into homogenous trade receivables and assessed for
impairment collectively. The Company does not hold collateral as security. The Company evaluates the
concentration of risk with respect to trade receivables as generally low, as its customers are located in several
jurisdictions and industries and operate in largely independent markets except in case of few specific customers
for which full loss allowances has been made.

The Company has used a practical expedient and analysed the recoverable amount of the receivables on an
individual basis. The Company provide for expected loss allowonce for financial assets based on historical credit
loss experience and adjustments for forward looking information's.

The following table provides information about exposure to credit risk and expected credit loss for trade
receivables for customers (excluding unbilled revenue)

For the year ended March 31,2025

-Equity price risk

The Company's investment in unlisted equity securities are mainly in subsidiary companies which is susceptible
to impairement test as applicable. The Company does not engage in active trading of equity instruments. The
Board of Directors of Company reviews and approves all equity investment decisions.

At the reporting date, the exposure to unlisted equity securities affair value is not material (excluding investment
in subsidiaries).

2) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating octivities (primarily
trode receivables) and from its financing activities, including Loans, deposits with bonks and financiol institutions
and other financial instruments.

3) Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use
of working capital facility. Prudent liquidity risk management implies maintaining sufficient cash and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when due.
The table below summarises the maturity profile of the Company financial liabilities based on contractual
undiscounted payments.

-Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in
the same geographical region, or have economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations
indicate the relative sensitivity of the Company performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Company policies and procedures include specific
guidelines to focus on the maintenance of o diversified portfolio. Identified concentrations of credit risks ore
controlled ond managed accordingly.

-Collateral

The Company has pledged port of its fixed deposits with bank as margin money ogoinst issuance of bank/
corporate guarantees in order to fulfil the collateral requirements for its various contracts. At March 31, 2025 ond
March 31, 2024, the fair values of fixed deposits lien marked were Rs. 474.69 lakhs and Rs. 1,781.62 lakhs
respectively. The Company has an obligation to repay the deposit to the counterparties upon settlement of the
contracts. There are no other significant terms and conditions associated with the use of collateral (refer note
13).

For the purpose of the Company's capital management capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity holders of the Company. The primary objective of the
Company's capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions
and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company
monitors capita! using a gearing ratio, which is net debt divided by total capital. The Company includes within
net debt, interest bearing loans and borrowings less cash and cash equivalents (excluding discontinued
operations).

In order to achieve this overall objective, the Company's capital management amongst other things, aims to
ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define
capital structure requirements. Breaches in meeting the financial covenants would permit the bank to
immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest¬
bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the years ended
March 31,2025 ond March 31,2024.

42. Significant accounting judgements, estimates and assumptions

The preparation of the Company's standalone financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about
these assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.

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 recognised in the financial statements:

Lease liability and Right of Use assets.

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgment. The Group uses significant judgement in assessing the
lease term (including anticipated renewals) and the applicable discount rate.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Company based its assumptions and
estimates on parameters available when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances
arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they
occur.

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available dato from binding sales transactions, conducted at arm's length, for similar
assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation
is based on a DCF model. The cash flows are derived from the budget for future years and do not include
restructuring activities that the Company is not yet committed to or significant future investments that will
enhance the asset's performance of the CGU being tested. The recoverable amount is sensitive to the discount
rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes.

Share based payments

The Company measures the cost of equity-settled transactions with employees using Black Scholes model to
determine the fair value of options. Estimating fair value for share-based payment transactions requires
determination of the most appropriate valuation model, which is dependent on the terms and conditions
relating to vesting of the grant. This estimate also requires determination of the most appropriate inputs to the
valuation model including the expected life af the share option, volatility and dividend yield and making
assumptions about them. The assumptions and models used for estimating fair value for share-based
payment transactions are disclosed in Note 35.

Taxes

The fair values of the Company's interest-bearing borrowings and loans are determined by using DCF method
using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. No own non¬
performance risk as at March 31, 2025 was assessed.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including the DCF model. The inputs to these models are taken from observable markets where possible, but
where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include
considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary increases
and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for
plans operated in India, the management considers the yield on government bonds in currencies consistent
with the currencies of the post-employment benefit obligation. The mortality rate is based on publicly available
mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to
demographic changes. Future, salary increases and gratuity increases are based on expected future inflation
rates.

Further details about gratuity obligations are given in Note 29.

Intangible asset under development

The Company capitalises intangible asset under development for project in accordance with the accounting
policy. Initial capitalisation of costs is based on management's judgement that technological and economic
feasibility is confirmed, usually when a product development project has reached a defined milestone
according to an established project management model. In determining the amounts to be capitalised,
management makes assumptions regarding the expected future cash generation of the project, discount rates
to be applied and the expected period of benefits.

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For
contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial
statements. Liabilities which depend on occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company, are not provided for but disclosed as Contingent liabilities in the
financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial
statements. Contingent Assets are not recognized until the contingency has been resolved and amounts are
received or receivable.

Allowance for expected credit loss

Trade receivables do not carry any interest and are stated at their amortised cost as reduced by appropriate
allowances for estimated irrecoverable amounts. Individual trade receivables are written off when
management deems them not to be collectible. Allowance for the expected credit losses, which are the present
value of the cash shortfall over the expected life of the financial assets.

45. The Company had been sanctioned working capital limits from banks on the basis of security of current
assets. As the limits are by way of lien on Fixed deposits with the banks itself, hence no statement is required to
be submitted with banks.

46. The management hove identified SAP as accounting software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for
all relevant transactions recorded. However, audit trail feature is not enabled for direct database changes to
SAP for users with using certain access rights. Further, Company is taking steps to ensure feature of audit trail is
enabled along with audit trail at database level and maintain log of such configuration changes. Additionally,
the audit trail of previous year has been preserved by the Company as per the statutory requirements for
record retention to the extent it was enabled and recorded in the previous year.
In relation to daily backup of books of accounts maintained in electronic form, the Company has a process of
taking daily backup of books of accounts, however due to system constraints logs for the complete year were
not available. The Company has taken necessary action to ensure going forward logs for full financial yeor are
retained and available for verification. For current year, logs are available for the period from August 24, 2024 to
March 31, 2025.

47. The Company is not covered under the provisions of Section 135 of the Companies Act 2013, therefore the
disclosure required under CSR is not applicable to the Company during the financial year.

48. The Board of Directors of the Company in their meeting on August 08, 2024, approved the proposed Scheme
of Amalgamation by way of merger of Spice Money Limited, E-Arth Travel Solutions Private Limited and vikasni
Fintech Private Limited (collectively referred as 'Transferor Companies') with the Company ('Transferee
Company') subject to necessary approval from the regulatory authorities concerned, including those required,
under Section 230 and 232 of the Companies Act 2013. Subsequent to the scheme becoming effective upon
approval of the Scheme by NCLT and any other regulatory authorities, the Transferor Companies shall cease to
exist, and the business operation shall continue under the Transferee Company. Pending such approval, the
standalone financial statements of the Company for the year ended March 31, 2025 are presented without
giving effect to the said merger.

49. The Board of Directors of the Company in their meeting held on May 16,2024, approved acquisition of 99.91%
of the equity share capital of SpiceBulls Investments Limited, a Non-Banking Financial Company, at a
consideration not exceeding Rs. 2,000 lakhs, subject to receipt of necessary approval from Reserve Bank of India
and such other approvals, consents, permissions, sanctions of any authorities as may be necessary. The
Compony is in process of obtaining necessary approvals.

50. Additional regulatory information required by Schedule III to be disclosed in the financial statements:

(i) The Company does not have 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 struck-off companies under section 248 of Companies
Act 2013 or section 560 of Companies Act, 1956

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period except for the matters os disclosed in Note 44..

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

(v) 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 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 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

(vii) The Company own immovable properties as on March 31, 2025 & March 31,2024 details of which have been
duly disclosed under Note 4h. All the lease agreements are duly executed in favour af the company for building
and office premises where the company is the lessee.

(viii) There have been no acquisitions through business combinations and no change of amount due to
revaluation of Property, Plant and equipment and other intangible assets during the year ended March 31, 2025
& March 31,2024.

(ix) The Company has complied with number of layers prescribed under the Companies Act, 2013.

(x) Compliance with Approved Scheme of Arrangements: The company has filed proposed Scheme of
Amalgamation in terms of section 230 to 237 of the Companies Act, 2013 but the same is yet to be approved by
the concerned regulatory authorities as on March 31,2025

(xi) There have been no income or related assets which have not been recorded in the books af accounts, that
have been surrendered or disclosed as income in the tax assessments under Income Tax Act, 1961 during the
year or any previous years.

(xii) The Company is not declared as a wilful defaulter by any bank or financial institutions or other lender, in
accordance with the guidelines issued by the Reserve Bank of India, during the year ended March 31, 2025 and
March 31,2024.

(xiii) The Company has repaid in full the borrowings outstanding from banks as on March 31,2024 and there are
no fresh borrowings from banks during the year.

For and on behalf of the board of directors of

As per our report of even date DiGiSPICE Technologies Limited

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 301003E/F300005

Dilip Modi Rohit Ahuja

per Anil Gupta Chairman Executive Director

Partner DIN 00029062 DIN: 00065417

Membership No.: 087921

Ruchi Mehta Sanjeev Kumar

Place: New Delhi Company Secretary Chief Financial Officer

Date: May 23,2025 M.No.A16707

Place: Noida
Date: May 23,2025