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అకౌంట్స్ గమనికలు63 Moons Technologies Ltd.

Mar 31, 2025

3.16 Provisions

Provision is defined as per Ind AS 37. Provisions are measured at the best estimate of the expenditure required to settle
the present obligation at the Balance Sheet date. If the effect of the time value of money is material, provisions are
discounted to reflect its present value using a current pre-tax rate that reflects the current market assessment of the
time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.

3.17 Contingent liabilities and contingent assets (Refer Note 33)

A present obligation that arises from past events, where it is either not probable that an outflow of resources will be
required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent
liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company. Claims against the Company, where the possibility of any outflow of resources in settlement
is remote, are not disclosed as contingent liabilities. Contingent assets are not recognised or disclosed in the financial
statements.

3.18 Leases

Effective April 01,2019, the Company had adopted Ind AS 116 "Leases" by applying the modified retrospective approach.
The Company, at the inception of a contract, assesses whether the contract is a lease or not lease.

Company as a lessee

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less
any lease incentives received. The right-of-use assets is subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The
right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of
lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the
same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there
is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the
statement of profit and loss.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date. The lease payments are discounted using the Company''s incremental borrowing rate. The lease liability is
subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment
or lease modifications or to reflect revised in-substance fixed lease payments. When the lease liability is remeasured
in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.

The Company accounts for each lease component within the contract as a lease separately from non-lease components
of the contract.

The Company has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a
lease term of 12 months or less and leases for which the underlying asset is of low value and are recognized as an
expense on a straight-line basis over the lease term.

Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease.
The Company recognises lease payments received under operating leases as income on a straight-line basis over the
lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting
a constant periodic rate of return on the lessor''s net investment in the lease. When the Company is an intermediate
lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of
a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying
asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it
classifies the sub-lease as an operating lease.

3.19 Discontinued operations and assets classified as held for sale

A discontinued operation is a component of the entity that has been disposed off or is classifed as held for sale and
represents a separate major line of business or geographical area of operations; and is part of a single co-ordinated
plan to dispose of such a line of business or area of operations. The results of discontinued operations are presented
separately as a single amount as standalone statement of profit and loss after tax from discontinued operations in the
Standalone Statement of Profit and Loss.

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their
carrying amount and fair value less costs to sell. An impairment loss is recognized for any initial or subsequent writeÂ¬
down of the asset to fair less costs to sell A gain is recognised for subsequent increase in value less costs to sale of
an asset, but not in excess of any cumulative impairment loss previously recognized. Interest and other expenses
attributable to the liabilities of a disposal Company classified as held for sale continue to be recognized. Assets classified
as held for sale are presented separately from the other assets in the Balance Sheet The liabilities of a disposal group
classified as held for sale are presented separately from other liabilities in the Balance Sheet.

3.20. Earnings Per Share

Calculation/Formula of Basic & Diluted Earnings Per Share is carried out in line with the principles & practices mentioned
in the Ind AS 33. Basic earnings per share is computed by dividing the profit / (loss) after tax attributable to equity
shareholder of the company by the weighted average number of equity shares outstanding during the year.

4. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)

Ministry of Corporate Affairs (MCA) has not notified any amendments to Ind AS which are effective 1st April, 2025.

Financial instruments & bank balances:

The Company limits its exposure to credit risk by generally investing in securities with a good credit rating. The credit rating
is being reviewed by the Company periodically. Please refer to Note 43 and Note 44 regarding the Company''s investment
in (a) Non-Convertible Debentures of IL&FS Transport Networks Ltd and (b) Perpetual Bonds of Yes Bank Limited. Balances
with banks are subject to low credit risks due to good credit ratings assigned to these banks.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company''s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s
reputation. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses,
servicing of financial obligations. Certain liquid assets are attached under MPID Act & PMLA Act resulting in some constraint
on liquidity.

38 EMPLOYEE BENEFIT PLANS

Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which
are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a
specified percentage of the payroll costs to fund the benefits. The Company has recognised following amounts as
contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 25
Employee benefits expenses.

Contribution to PF : ? 398.53 lakhs (Previous Year ? 426.40 lakhs)

Contribution to ESIC : ? .52 lakhs (Previous Year ? 0.91 lakhs)

Post employment defined benefit plans:

Gratuity Plan : The Company makes annual contributions to the Employee''s Group Gratuity Assurance Scheme administered
by the Life Insurance Corporation of India (''LIC''), a funded defined benefit plan for qualifying employees. The scheme provides
for lump sum payment to vested employees at retirement, death while in employment or on termination of employment
of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six
months. Vesting occurs on completion of five years of service.

The following table sets out the funded status of the gratuity plan and amount recognised in the financial statements.

1 There are no loans or advances in the nature of loans are granted to promoters, Directors, KMPs and their related parties
(as defined under Companies Act, 2013), either severally or jointly with any other person, that are:

(a) repayable on demand; or

(b) without specifying any terms or period of repayment

2 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (''Intermediaries'')
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party
identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or
on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company
shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding
party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

41 During the year, in order to meet the working capital requirements of NSEL, the Company has subscribed to the right issues
made by NSEL to the extent of ? 4,500 lakhs (Previous Year ? 4,750 lakhs). Over a period of time, the investments were made
by the Company to NSEL out of commercial expediency for the purpose of enhancing the business and also preserving
various assets of the Company. Post payment default in July 2013, NSEL does not have business of its own and in the near
future there does not seem to be any possibility of NSEL generating any funds for its own functioning. NSEL has no revenue
and has accumulated losses of ? 32,641.32 lakhs and most of its assets are frozen by various regulatory authorities. Considering
the remote possibility of recovery of its investments, during the year Company has written off its investment in NSEL of
? 4,500.00 lakhs. During the previous year, the Company had written off its entire investment in NSEL of ? 33,697.90 lakhs
including the investment of ? 4,750.00 lakhs made in previous year and corresponding provision made till year ending March
31, 2023 of ? 28,947.90 lakhs had been written back.

has filed its claim and also taken various measures including filing legal cases against specified parties at an appropriate
forum. During the resolution process, as approved by Hon''ble NCLAT, ITNL has made partial interim distribution to the
creditors including Company and Company has received during the current year ? 1,333.18 Lakhs (? 1,644.82 lakhs during
the previous year ended March 31, 2024) and 32,00,000 units of the Roadstar Infra Investment Trust InvIT - 2025 scheme of
at issue price of ? 100/- per unit. The Company without prejudice to its rights had impaired the investment for the expected
credit loss by ? 11,636.55 lakhs till 31 March 2024 and has written off above-mentioned amounts in respective years. In view
of the uncertainty about further distribution, adopting conservative approach, the Company has impaired and written off
additional amount of ? 1,920.55 lakhs during the year ended March 31, 20215 which is included under Exceptional items in
financial statements.

44 The Company has investments in 9% Yes Bank Perpetual Additional Tier I (AT-1) Bonds amounting to ? 30,000 Lakhs (face
value). The Final Reconstruction Scheme of Yes Bank had excluded the writing off AT-1 bonds. However, Yes Bank through
Administrator informed the stock exchanges that Additional Tier I Bonds for an amount of ? 8,415 crores were written down
permanently which led to legal action by the trustees of the issue and by the Company. The Hon''ble Bombay High Court
quashed and set aside the decision by Administrator of Yes Bank to write off Additional Tier 1 (AT-1) bonds which is challenged
by Yes Bank and RBI before the Supreme Court where the matter is stayed subject to the final order to be passed by the
Supreme Court. In view of the uncertainty prevailing in the matter and irrespective of the decision in the case, the Company
expects an impairment. Hence, adopting a conservative approach, the Company has impaired and written off amount of.
? 10,000.00 lakhs during the year ended March 31, 2025 which is included under Exceptional items in financial statement.

45 The Company provided technology solutions to brokerage houses through its three business Undertakings namely 1) Open
Dealer Integrated Network (ODIN), 2) MATCH, Other Services and Components and 3) STP- Gate. As intimated earlier, the
Company had entered into agreements to sell these undertakings to a party on "as is where is", slump sale basis, debt free
and cash free basis. The sale of 1) Open Dealer Integrated Network (ODIN) and 2) MATCH, Other Services and Components
is complete as agreed under the agreements with closing date of January 20, 2025. The sale of STP-Gate shall be completed
on compliance with conditions precedent. The net gain on sale of 1) Open Dealer Integrated Network (ODIN), 2) MATCH,
Other Services and Components business undertaking ? 14,270.26 lakhs in included under Exceptional items in financial
results. Since the Open Dealer Integrated Network (ODIN) revenue is attached under MPID Act, the consideration received
for the ? 9,800.00 lakhs has been deposited with the Competent Authority under MPID Act.

Accordingly, disclosures required under Indian Accounting Standard (Ind AS) 105 "Non Current Assets Held for Sale and
Discontinued Operations", in the financial results, for all periods have been suitably disclosed as under for all three businesses
viz Open Dealer Integrated Network (ODIN), MATCH, Other Services and Components and STP- Gate.

46 The Board of Directors of the Company, in its meeting held on 18.02.2025 approved the participation and support of the
Company to the Scheme of Arrangement between National Spot Exchange Limited ("NSEL") and the Traders ("Specified
Creditors" i.e., investors having outstanding claims above 10 lakhs). The Board also approved the payment of ? 1,950 Crore
as the settlement amount ("Settlement Amount"), in accordance with the terms of the Scheme, towards a One-Time Full and
Final Settlement ("OTS") of the claims of ? 4,610 Cr. Approx. to 5682 Specified Creditors. This Scheme of Arrangement
("Scheme") came into place on the initiative of an investors'' association called NSEL Investors Forum ("NIF") who came up
with a proposal for OTS between the investors, NSEL and the Company to bring an end to all the litigations and to settle
the claims of the investors. The Scheme entails payment of a Settlement Amount of ? 1,950 Crore by the Company to the
Specified Creditors in proportion to their outstanding claims as on 31.07.2024. The Scheme envisages that on payment of
the Settlement Amount of ? 1,950 Crore, it would result in closure of proceedings against NSEL, 63 moons and the Persons
in 63 moons Group (as defined in the Scheme) and release and discharge of liabilities from the Specified Creditors'' Claims
and removal of restraints in dealing with its properties. The Scheme entails full assignment of Specified Creditors'' Claims to
the Company on payment of the Settlement Amount.

The Company was informed by NSEL that as per the report dated 19.05.2025 received from the Scrutinizer appointed by the
National Company Law Tribunal, Mumbai ("NCLT") for convening the meeting of the Specified Creditors to vote on the
Scheme through postal ballot with a facility of voting through electronic means (e-voting), the Scheme has been duly
approved in number 92.81% of Specified Creditors and value 91.35% in accordance with section 230 and the relevant
provisions of the Companies Act 2013.

47 Hon''ble Bombay High Court passed an ad interim order inter alia restraining the Company from distributing any dividend
or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956
(to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion
was filed in one of the suits relating to NSEL counterparty default. In compliance to the said order, the Company has not
distributed the final dividend approved by the shareholders for the financial years 2014-15, 2016-17to 2020-21, 2022-23 and
2023-24 aggregating to ? 8,754.92 lakhs. All the Notice of Motions and the Contempt Petitions filed against the Company
have been tagged together and pending for hearing.

On May 20, 2025, the Board of Directors of the Company have proposed a final dividend of ? 1.20 per share in respect of
the year ended March 31, 2025 subject to the approval of shareholders at the Annual General Meeting and appropriate
judicial order. If approved, it would result in a cash outflow of ? 552.94 lakhs. The distribution of dividend is subject to
appropriate Judicial order.

48 The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed a Company Petition before the Company Law
Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. The NCLT has, as interim
arrangement with consent formed a committee for certain matters. In the Appeal, NCLT dismissed the prayer of MCA for
removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board
of the Company. The NCLAT was pleased to uphold the NCLT Order. The Company has filed civil appeal before Hon''ble
Supreme Court challenging the orders passed by NCLAT & NCLT. In the interim, Hon''ble Supreme Court granted stay on
appointment of nominee director on the board of the Company, the matter is pending for hearing.

49 a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred

on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs
have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL.
These matters are pending before the Hon''ble Bombay High Court for adjudication. The Company has denied all the
claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The
management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against
the Company. These matters are pending for hearing before the Hon''ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic
Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment
default on NSEL platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter
including against the Company. CBI has filed charge-sheets including against the Company for alleged loss caused to
PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.

c) The SFIO has filed complaint with the Hon''ble Sessions Court under various sections of IPC and Companies Act against
several persons/entities including the Company relating to NSEL payment default. The Company has challenged the
issuance of process order before the Hon''ble Bombay High Court and the proceedings in the matter has been stayed
by the Hon''ble High Court. The matter is pending for hearing before Hon''ble Bombay High Court.

d) State Government attached various assets of the Company under MPID Act by issuing Gazette Notifications. The Company
is in process of pursuing its remedy before Hon''ble MPID Court against said Notifications.

e) The Enforcement Directorate(''ED'') has attached certain assets of the Company under the provisions of the Prevention of
Money Laundering Act, 2002(PMLA). The Hon''ble Appellate Tribunal quashed the provisional attachment orders and
imposed conditions with regard to the Company. The Company has filed the appeal before the Hon''ble Bombay High
Court for the limited purpose for challenging the conditions put by the Hon''ble Appellate Tribunal. The Hon''ble Court
was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Company''s appeal. The matters
are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the
Company and the same is pending for trial.

50 The Company has presented segment information in the consolidated financial statements which are presented in the same
annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ''Operating Segments'', no disclosures related to segments
are presented in these standalone financial statements.

51 The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the financial year.

52 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended
Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Willful defaulter

ii. Utilisation of borrowed funds & share premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilisation of borrowings

v. Current maturity of long term borrowings

53 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s
classification/disclosure

For and on behalf of the Board

Kanekal Chandrasekhar S. Rajendran

Director Managing Director & CEO

DIN- 06861358 DIN: 02686150

Hariraj Chouhan Devendra Agrawal

Company Secretary Whole-time Director and CFO

DIN: 03579332

Place : Mumbai
Date : May 20, 2025

Mar 31, 2024

3.16 Provisions

Provision is defined as per Ind AS 37. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date. If the effect of the time value of money is material, provisions are discounted to reflect its present value using a current pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

3.17 Contingent liabilities and contingent assets (Refer Note 33)

A present obligation that arises from past events, where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Claims against the Company, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities. Contingent assets are not recognised or disclosed in the financial statements.

3.18 Leases

Effective April 01,2019, the Company had adopted Ind AS 116 "Leases" by applying the modified retrospective approach. The Company, at the inception of a contract, assesses whether the contract is a lease or not lease.

Company as a lessee

any lease incentives received. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the Company''s incremental borrowing rate. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.

The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract.

The Company has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value and are recognized as an expense on a straight-line basis over the lease term.

Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor''s net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

3.19 Earning Per Share

Calculation/Formula of Basic & Diluted Earnings Per Share is carried out in line with the principles & practices mentioned in the Ind AS 33. Basic earnings per share is computed by dividing the profit / (loss) after tax attributable to equity shareholder of the company by the weighted average number of equity shares outstanding during the year.

4. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)

Ministry of Corporate Affairs (MCA) has not notified any amendments to Ind AS which are effective 1st April, 2024.

31 RISK MANAGEMENT Credit Risk Management

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. Trade Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals of customers to which the Company grants credit terms in the normal course of business and their past transactions. Impairment losses in respect of trade receivables is assessed at party level on each reporting date. The Company establishes an expected credit loss allowance for trade receivables based on historical trends. The ageing analysis of trade receivable (gross of provision) has been considered from the date invoice falls due. Following table depicts expected credit loss on age wise trade receivables.

Financial instruments & bank balances:

The Company limits its exposure to credit risk by generally investing in securities with a good credit rating. The credit rating is being reviewed by the Company periodically. Please refer to Note 43 and Note 44 regarding the Company''s investment in (a) Non-Convertible Debentures of IL&FS Transport Networks Ltd and (b) Perpetual Bonds of Yes Bank Limited. Balances with banks are subject to low credit risks due to good credit ratings assigned to these banks.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses, servicing of financial obligations.

For the year ended March 31, 2024 every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would result in loss / gain of ? 0.62 lakhs (net of tax).

For the year ended March 31, 2023 every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would result in loss / gain of ? 0.08 lakhs (net of tax).

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 investments are primarily in fixed rate interest bearing securities and hence do not carry substantial interest rate risk. Company investments in bank deposits are normally for one-year fixed rate interest and hence subject to repricing risk on maturity. See Note 47 (d) and 47 (e) for attachment of investments.

Capital Management

The primary objective of Company''s capital management is to maximize shareholders value and safeguard its ability to continue as a going concern. The Company is predominantly equity financed and has no borrowings.

Price Risk

The Company is mainly exposed to the price risk due to its investment in debt mutual funds. The price risk arises due to uncertainties about the future market values of these investments. The Company has laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in debt mutual funds.

38 EMPLOYEE BENEFIT PLANS

Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised following amounts as contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 25 Employee benefits expenses.

Contribution to PF : ? 426.40 lakhs (Previous Year ? 385.90 lakhs)

Contribution to ESIC : ? 0.91 lakhs (Previous Year ? 1.43 lakhs)

Post employment defined benefit plans:

1 There are no loans or advances in the nature of loans are granted to promoters, Directors, KMPs and their related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are:

(a) repayable on demand; or

(b) without specifying any terms or period of repayment

2 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (''Intermediaries'') with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Compnay (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Compnay has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

41 During the year, in order to meet the working capital requirements of NSEL, the Company has subscribed to the right issues made by NSEL to the extent of ? 4,750 lakhs (Previous Year ? 3,500 lakhs). Over a period of time, the investments were made by the Company to NSEL out of commercial expediency for the purpose of enhancing the business and also preserving various assets of the Company. On conservative basis, the Company has been making allowance for expected credit loss in value of long-term investments in NSEL for any new investment made during the year. Post payment default in July 2013, NSEL does not have business of its own and in the near future there does not seem to be any possibility of NSEL generating any funds for its own functioning. NSEL has no revenue and has accumulated losses of ? 29,564.90 crores and most of its assets are frozen by various regulatory authorities. Considering the remote possibility of recovery of its investments, during the year, the Company has written off its entire investment in NSEL of ? 33,697.90 lakhs including the investment of ? 4,750.00 lakhs made during the year and corresponding provision made till year ending March 31,2023 of ? 28,947.90 lakhs has been written back.

43 The Company has investments of ? 20,000 Lakhs (face value) in Secured Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - IL&FS). Resolution process has been initiated under Companies Act under the supervision of National Company Law Appellate Tribunal (NCLAT). The Company has filed its claim and also taken various measures including filing legal cases against specified parties at an appropriate forum. During the resolution process, Hon''ble NCLAT has approved the Revised Distribution Framework proposed by the New Board for interim distribution. During the current year, ITNL has made partial interim distribution out of recovery to the creditors including Company and Company has received ? 1,644.82 lakhs. The Company without prejudice to its rights had impaired the investment for the expected credit loss by ? 11,636.55 lakhs till March 31, 2023 and has written off above-mentioned amounts in respective years.

44 The Company has investments in 9% Yes Bank Perpetual Additional Tier I (AT-1) Bonds amounting to ? 30,000 Lakhs (face value). On March 06, 2020, the Central Government announced draft scheme of reconstruction of Yes Bank Ltd. (YBL). The Final Reconstruction Scheme had excluded the writing off AT-1 bonds. However, on March 14, 2020, Yes Bank through Administrator informed the stock exchanges that Additional Tier I Bonds for an amount of ? 8,415 crores written down permanently which led to legal action by the trustees of the issue and by the Company. The Hon''ble Bombay High Court quashed and set aside the decision by Administrator of Yes Bank to write off Additional Tier 1 (AT-1) bonds. Yes Bank and RBI have challenged the Bombay High Court''s order before the Supreme Court where the matter is stayed subject to the final order to be passed by the Supreme Court.

45 Hon''ble Bombay High Court passed an ad interim order inter alia restraining the Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956 (to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion was filed in one of the suits relating to NSEL counterparty default. In compliance to the said order, the Company has not distributed the final dividend approved by the shareholders for the financial year 2014-15, 2016-17, 2017-18, 2018-19, 201920, 2020-21 and 2022-23 aggregating to ? 7,833.35 lakhs. All the Notice of Motions and the Contempt Petitions filed against the Company have been tagged together and pending for hearing.

On May 24, 2024, the Board of Directors of the Company have proposed a final dividend of ? 2/- per share in respect of the year ended March 31, 2024 subject to the approval of shareholders at the Annual General Meeting and appropriate judicial order. If approved, it would result in a cash outflow of ? 921.57 lakhs. The distribution of dividend is subject to appropriate Judicial order.

46 The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed the Company Petition before the Company Law Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. The NCLT has as interim arrangement with consent formed a committee for certain matters. In Appeal, NCLT dismissed the prayer of MCA for removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board of the Company. The NCLAT upheld the NCLT Order. The Company has filed civil appeal before Hon''ble Supreme Court challenging the orders passed by NCLAT & NCLT wherein in interim Hon''ble Supreme Court granted stay on appointment of director on the Company, the matter is pending for hearing.

47 a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred

on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon''ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. These matters are pending for hearing before the Hon''ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL trading platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter. The Company has been named in the charge sheet filed in December 2018. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.

c) The SFIO has filed complaint with the Hon''ble Sessions Court under various sections of IPC and Companies Act against several persons/entities including the Company relating to NSEL payment default. The Company has challenged the issuance of process order before the Hon''ble Bombay High Court and the proceedings in the matter has been stayed by the Hon''ble High Court. The matter is pending for hearing before Hon''ble Bombay High Court.

d) State Government attached various assets of the Company under MPID Act by issuing Gazette Notifications. The Company is in process of pursuing its remedy before Hon''ble MPID Court against said Notifications.

e) The Enforcement Directorate(''ED'') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The Hon''ble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company. The Company has filed the appeal before the Hon''ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon''ble Appellate Tribunal. The Hon''ble Court was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Company''s appeal. The matters are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the Company and the same is pending for trial.

48 The Company has presented segment information in the consolidated financial statements which are presented in the same annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ''Operating Segments'', no disclosures related to segments are presented in these standalone financial statements.

49 The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

50 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule IN:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Willful defaulter

ii. Utilisation of borrowed funds & share premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilisation of borrowings

v. Current maturity of long term borrowings

51 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/disclosure.

For and on behalf of the Board

Chitkala Zutshi S. Rajendran

Director Managing Director & CEO

DIN- 07684586 DIN: 02686150

Hariraj Chouhan Devendra Agrawal

Company Secretary Whole-time Director and CFO

DIN: 03579332

Place : Mumbai Date : May 24, 2024

II. Audit Qualification:

A. Qualification

Basis for Qualifications pertaining to the Company and management response thereto :

1 As stated by the Management of the Company in Note 6 (a) to the Statement, Civil Suits have been filed against the Company in relation to event occurred on National Spot Exchange Limited trading platform. These matters are pending at various stages of adjudication. As stated in the said note, the management of the Company does not foresee that the parties who have filed Civil Suits would be able to sustain any claim against the Company. In addition, as stated by the management in Note 6 (b, c, d, e) to the Statement, there are First Information Reports ("FIR")/ complaints/ charge-sheets/ orders/ notices registered/ received against various parties including the Company from/ with the Economic Offences Wing of the Mumbai Police (EOW), Central Bureau of Investigation (CBI), Home Department - Government of Maharashtra under MPID Act, the Directorate of Enforcement and the Serious Fraud Investigation Office (SFIO). Above matters are pending at various stages of adjudication/investigation.

In this regard, the Management and those charged with Governance have represented to us that other than as stated in the said notes to the Statement, there are no claims, litigations which require adjustments to/ disclosures in the Statement.

Accordingly, in view of above representations regarding legal matters at various stages of adjudication and ongoing investigations/ matters, the outcome of which is not known and is uncertain at this stage, we are unable to comment on the consequential impact in respect of the same on the results for the quarter and year ended 31 March 2024.

B. Type of Audit Qualification:

Qualified Opinion

C. Frequency of observation

Qualification stated in paragraphs A 1 - since year 2012-13.

D. For Audit Qualification(s) where the impact is not quantified by the auditor:

Management''s reason for unable to estimation on the impact of audit qualification

(1) For qualification referred in Sr. No. A 1 above,

i) a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon''ble Bombay

High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. These matters are pending for hearing before the Hon''ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL trading platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter. The Company has been named in the charge sheet filed in December 2018. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.

c) The SFIO has filed complaint with the Hon''ble Sessions Court under various sections of IPC and Companies Act against several persons/entities including the Company relating to NSEL payment default. The Company has challenged the issuance of process order before the Hon''ble Bombay High Court and the proceedings in the matter has been stayed by the Hon''ble High Court. The matter is pending for hearing before Hon''ble Bombay High Court.

d) State Government attached various assets of the Company under MPID Act by issuing Gazette Notifications. The Company is in process of pursuing its remedy before Hon''ble MPID Court against said Notifications.

e) The Enforcement Directorate(''ED'') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The Hon''ble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company. The Company has filed the appeal before the Hon''ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon''ble Appellate Tribunal. The Hon''ble Court was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Company''s appeal. The matters are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the Company and the same is pending for trial.

In the light of the above ongoing investigations and matters, the outcome of which is not known and is

uncertain at this stage, we are unable to quantify the impact.

(ii) Auditors'' Comments:

Quantification is not possible.

For 63 moons technologies limited In terms of our Report issued under Regulation 33 of the

Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

For Sharp & Tannan Associates

Chitkala Zutshi Chartered Accountants

Chairperson Audit Committee (Firm Registration No. 109983W)

S Rajendran Pramod Bhise

Managing Director & CEO Partner

(Membership No. (F) 047751)

Devendra Agrawal

Whole Time Director & CFO

Place: Mumbai

Date: May 24, 2024

Mar 31, 2023

A The Company as a Lessee:

The Company incurred ? 201.05 lakhs (Previous Year ? 207.25 lakhs) for the year ended 31st March, 2023 towards expenses relating to short-term leases and leases of low-value assets.The total cash outflow for leases is ? 303.28 lakhs (Previous Year ? 220.15 lakhs) for the year ended 31st March, 2023, including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is ? 26.07 lakhs (Previous Year ? 4.90 lakhs) for the year.

B The Company as a Lessor:

The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessor for various premises ranging from 2 months to 60 months and may be renewed for further period based on mutual agreement of the parties.

The lease rentals recognised as income in the statement of profit and loss during the year are included in Note 23 under the head ''Rental income from properties sublease''.

b. Rights, preferences and restrictions attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of ? 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend recommended by the Board of Directors is subject to the approval of the shareholders at the ensuing annual general meeting, except in the case of interim dividend and appropriate judicial orders. 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 in the proportion of equity shares held.

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:

(a) An amount of ? 92.08 lakhs (Previous Year ? 35.29 lakhs) and ? Nil (Previous Year ? Nil) was due and outstanding to suppliers as at the end of the accounting year on account of Principal and Interest respectively.

(b) No interest paid during the year.

(d) No amount of interest accrued and unpaid at the end of the accounting year.

(e) No amount of further interest remaining due and payable even in the succeeding years.

The above information regarding Micro and Small Enterprises has been determined to the extent replies to the Company''s communication have been received from vendors/suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as under:

â¢ Level 1 hierarchy includes methods and input that use active quoted prices depending upon type of instrument. Management has used closing prices and values of closing NAV''s as applicable in case of financial instruments covered under this level.

â¢ Under level 2 the fair value of the financial instruments that are not traded in any active market are determined using appropriate valuation techniques with the use of observable market data without relying much on the estimates that are entity specific. The inputs under this level are always observable.

â¢ In case of level 3 if one or more of the significant inputs are not derived on the basis of observable market data then fair value estimations derived with such inputs are included in level 3.

â¢ The Company follows a policy to recognise transfers between the levels only at the end of reporting period and accordingly there are no transfers between levels during the year.

Calculation of fair values:

The fair values of Investments in mutual funds are based on Net Asset Values (NAV) published by fund houses and uploaded on Association of Mutual Funds of India (AMFI)''s website. The unlisted equity shares are fair valued on the basis of latest available financial statements of the companies. The securities which are listed but not frequently traded are fair valued based on the estimated rate as per prevailing market condition as on reporting date as received from market intermediary. Where such estimated rates are not available, carrying value as per the books is considered. Trust securities are fair valued based on latest available Net Asset Value report from the trustee company.

30 RISK MANAGEMENT Credit Risk Management

Financial instruments & bank balances:

The Company limits its exposure to credit risk by generally investing in securities with a good credit rating. The credit rating is being reviewed by the Company periodically. Please refer to Note 42, 43 and 44 regarding the Company''s investment in (a) Non-Convertible Debentures of IL&FS Transport Networks Ltd (b) Non-Convertible Debentures of Dewan Housing Finance Corporation Limited and (c) Perpetual Bonds of Yes Bank Limited. Balances with banks are subject to low credit risks due to good credit ratings assigned to these banks.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses, servicing of financial obligations.

The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2023 and March 31, 2022.

Foreign Currency risk

The Company''s exchange risk arises primarily from its trade receivable. The advance in foreign currency are provided for. The exchange rate between the Indian rupee and US dollars has changed substantially in recent periods and may continue to fluctuate in the future. However since, outstanding amount is not material, foreign currency exposures have not been hedged by a derivative instrument or otherwise. The Company''s foreign currency exposures as on year end are as under:

For the year ended March 31, 2023 every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would result in loss / gain of ? (0.08) lakhs.

For the year ended March 31, 2022 every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would result in loss / gain of ? (0.07) lakhs.

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 investment are primarily in fixed rate interest bearing securities and hence do not carry substantial interest rate risk. Company investments in bank deposits are normally for one year fixed rate interest and hence subject to repricing risk on maturity. See Note 49 and 50 for attachment of investments.

Capital Management

Price Risk

32 CONTINGENT LIABILITIES & ASSETS AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)		(? in lakhs)
PARTICULARS	As at 31.03.2023	As at 31.03.2022
1. CONTINGENT LIABILITIES:
(a) Claims against the Company not acknowledged as debt
(i) Income tax demands which are in appeal [including adjustable against Securities Premium account ? 1,941.03 lakhs (Previous Year ? 1,941.03 lakhs)].	17,809.50	18,499.03
(ii) MVAT dues contested by the Compnay.	206.77	206.77
(iii) Refer Note 48, 49 and 50 for pending civil suits and First Information Report, impact of which is not ascertainable.
(Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.)
2. CAPITAL AND OTHER COMMITMENTS
(i) Estimated amount of contracts to be executed on capital account and not provided for (net of advances).	45.10	68.59
(ii) Commitments relating to lease
The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessee for various premises ranging from 6 months to 60 months and may be renewed for further period based on mutual agreement of the parties.

35 REVENUE EXPENDITURE INCURRED DURING THE YEAR ON RESEARCH AND DEVELOPMENT

The aggregate amount of revenue expenditure incurred during the year on Research and Development as per allocation made by the management and shown in the respective heads of the account is ? 1,521.40 lakhs (Previous Year ? 1,294.77 lakhs). This has been relied upon by the auditors.

37 EMPLOYEE BENEFIT PLANS

Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised following amounts as contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 24 Employee benefits expenses.

Contribution to PF : ? 385.90 lakhs (Previous Year ? 340.48 lakhs)

Contribution to ESIC : ? 1.43 lakhs (Previous Year ? 1.08 lakhs)

Post employment defined benefit plans:

Gratuity Plan : The Company makes annual contributions to the Employee''s Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India (''LIC''), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet.There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The expected rate of return on plan assets is based on expectation of the average long term rate of return expected to prevail over the estimated term of the obligation on the type of the investments assumed to be held by LIC, since the fund is managed by LIC.

The estimate of future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotion, increments and other relevant factors, such as supply and demand in the employment market.

The Company expects to contribute ? 400.04 lakhs (Previous Year ? 337.92 lakhs) to the plan assets in the immediate next year.

Notes:

i) Loans to employees as per the Company''s policy are not considered.

ii) None of the loanees have made investments in the shares of the Company.

iii) Figures disclosed above are without reducing amount of expected credit loss on loans.

40 During the year, In order to meet the working capital requirements of NSEL, the Company has subscribed to the right issues made by NSEL to the extent of ? 3,500 lakhs (Previous Year ? 2,500 lakhs). On conservative basis, the Company has made allowance for expected credit loss in value of long term investments in its subsidiaries including NSEL to the extent of ? 3,500 lakhs (Previous Year ? 2,500 lakhs) which is included under exceptional items. (Refer Note 28).

42 The Company has investments of ? 20,000 Lakhs (face value) in Secured Non-Convertible Debentures issued by IL&FS Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - IL&FS) which were rated "A" by the rating agencies at the time of purchase and was also secured by way of charge on certain assets of ITNL. In earlier years, ITNL has defaulted in payment of interest and rating agencies have revised the credit ratings to the lowest category ''D'' i.e. default. National Company Law Tribunal (NCLT) has superseded the then existing Board of Directors of the IL&FS and the new board was appointed on the recommendation application of the Union of India. Resolution process has been initiated under Companies Act by the New Board under the supervision of National Company Law Appellate Tribunal (NCLAT), in

addition to various investigations and legal proceedings. The Company has filed its claim for the bonds held and also taken various measures including filing legal Civil Suit, cases against specified parties at appropriate forum. The outcomes of legal matters are pending. The new Board of IL&FS from time to time submitted various progress reports including the resolution framework for the IL&FS Group to Hon''ble NCLAT. During the resolution process, Hon''ble NCLAT has approved the Revised Distribution Framework proposed by the New Board for distribution of cash received in financial bid amount / termination amount / settlement amount or by way of units created by InvIT. According to the estimated distribution to the secured creditors of ITNL provided by the New Board of IL&FS based on the estimated realization value and various progress of the resolution process time to time, without prejudice to its rights, the Company has impaired the investment for the expected credit loss by ? 7,500 lakhs till March 31, 2022 and further impaired / written off the investment by ? 4,136.55 lakhs during the current year.

43 The Company had investments of ? 20,000 Lakhs (face value) Secured Redeemable, Non-Convertible Debentures of Dewan Housing Finance Corporation Ltd (DHFL) which were rated AAA by the rating agencies and secured by way of floating charge on receivables. In earlier year, after default by DHFL, RBI filed corporate insolvency resolution process (CIRP) against DHFL in NCLT, Mumbai. As a result of CIRP process, the Company has received payout of ? 4,395.28 lakhs and 6.75% Non-convertible Debentures of Piramal Capital & Housing Finance Ltd (PCHFL) amounting to ? 5,287.82 lakhs during the previous year. Without prejudice to its rights, the Company has made necessary provisions in the books of accounts during the previous year and earlier years and continue to pursue legal remedies available to recover its dues. The Company is also pursuing its application filed for the recoveries of avoidance applications filed by DHFL Administrator which should be for the sole benefit of the creditors of DHFL. The application was rejected by National Company Law Tribunal (NCLT) but was allowed by National Company Law Appellate Tribunal (NCLAT) and directed that the Resolution Plan be sent back to Committee of Creditors for reconsideration. The application is pending at Hon''ble Supreme Court which has granted stay on the order of NCLAT. Subsequent to the approval to resolution plan, shares of DHFL have been delisted, the issued equity share capital of DHFL existing at that time and held by shareholders of DHFL has been entirely cancelled and extinguished; and upon completion of capital reduction, PCHFL / Successful Resolution Applicant has merged into DHFL by way of reverse merger. Considering the integration of erstwhile DHFL business with PCHFL is completed and seems irreversible, without prejudice to its rights, the balance amount receivable towards NCDs of DHFL ? 10,208.28 lakhs have been impaired / written off during the year, for which provision had already been made in earlier years.

44 The Company had invested in 9 % Yes Bank Perpetual Additional Tier 1 (AT-1) Bonds, amounting to ? 30,000 Lakhs (Face Value) which were rated AA by rating agencies. The Central Government announced a draft scheme for the reconstruction of Yes Bank Ltd in March 06, 2020, which included the proposal to write off the AT-1 bonds permanently. The Final Reconstruction Scheme excluded the writing off AT-1 bonds, and all contracts were to be effective in the same manner as before. Despite this, Administrator of Yes Bank vide letter dated March 14, 2020, informed the stock exchanges that the all AT-1 bonds having total value of ? 8,415 crores needed to be fully written off, which led to legal action by the trustees of the issue and the company. The Bombay High Court quashed and set aside the decision by Administrator of Yes Bank to write off the bonds further on the request of Yes Bank counsel stayed this order for period of six weeks. Yes Bank and RBI challenged the Bombay High Court''s order before the Supreme Court and accordingly stay was extended subject to the final order passed by the Supreme Court.

45 The writ petition filed by the Company challenging the legality and propriety of the Forward Markets Commission''s (''FMC'') order on the Company inter alia declaring "not a fit & proper person" is pending for hearing before the Hon''ble Bombay High Court. Solely based on FMC order, SEBI and CERC declared the Company as not a fit and proper person to hold shares in recognized stock exchanges and power exchange respectively. The Company has filed civil appeal before Hon''ble Supreme Court challenging the CERC order, same is pending for hearing before the Hon''ble Supreme Court.

46 Hon''ble Bombay High Court passed an ad interim order inter alia restraining the Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956 (to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion was filed in one of the suits relating to NSEL counterparty default. In compliance to the said order, the Company has not distributed the final dividend approved by the shareholders for the financial year 2014-15, 2016-17, 2017-18 2018-19, 201920 and 2020-21 aggregating to ? 6,911.78 lakhs. All the Notice of Motions and the Contempt Petitions filed against the Company have been tagged together and pending for hearing.

On May 24, 2023, the Board of Directors of the Company have proposed a final dividend of ? 2/-per share in respect of the year ended March 31, 2023 subject to the approval of shareholders at the Annual General Meeting and appropriate judicial order. If approved, it would result in a cash outflow of ? 921.57 lakhs. The distribution of dividend is subject to appropriate Judicial order.

47 The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed a Company Petition before the Company Law Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. The NCLT has, as interim arrangement with consent formed a committee for certain matters. In the Appeal, NCLT dismissed the prayer of MCA for removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board of the Company. The NCLAT was pleased to uphold the NCLT Order. The Company has filed civil appeal before Hon''ble Supreme Court challenging the orders passed by NCLAT & NCLT. In the interim, Hon''ble Supreme Court granted stay on appointment of director on the Company, the matter is pending for hearing.

48 a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred

on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon''ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. These matters are pending for hearing before the Hon''ble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment default on NSEL trading platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter. The Company has been named in the charge sheet filed in December 2018. CBI has filed charge-sheets including against the Company for alleged loss caused to PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.

c) CBI - EOW, has registered an FIR alleging conspiracy between the private persons and SEBI official for granting renewal of stock exchange license to MCX Stock Exchange Ltd. by SEBI. Also, CBI-EOW, has registered FIR alleging that certain official of FMC, SEBI and other for giving illegal benefits to Multi Commodity Exchange of India Ltd. (MCX) and allowing MCX trading as commodity exchange. The investigation in both cases is pending.

d) The SFIO has filed complaint with the Hon''ble Sessions Court under various sections of IPC and Companies Act against several persons/entities including the Company. The Company has challenged the issuance of process order before the Hon''ble Bombay High Court and the proceedings in the matter has been stayed by the Hon''ble High Court. The matter is pending for hearing before Hon''ble Bombay High Court.

49 The Company had filed the Writ Petitions before the Bombay High Court challenging inter alia, the provisions of the MPID Act are violative of the Constitution and the validity of various Notifications and corrigendum attaching the assets of the Company issued under the provisions of the MPID Act. The Hon''ble Bombay High Court pleased to quash and set aside the said impugned Notifications. In appeal, Hon''ble Supreme Court has set aside the High Court order and held that all the Notifications issued under MPID Act are valid. The Company is in process of pursuing its remedy before MPID Court against said Notifications.

50 The Enforcement Directorate(''ED'') has attached certain assets of the Company under the provisions of the Prevention of Money Laundering Act, 2002(PMLA). The three Provisional Attachments Orders had been confirmed by the Adjudicating Authority. The Hon''ble Appellate Tribunal quashed the provisional attachment orders and imposed conditions with regard to the Company. The Company has filed the appeal before the Hon''ble Bombay High Court for the limited purpose for challenging the conditions put by the Hon''ble Appellate Tribunal. The Hon''ble Court was pleased to admit the appeal and clarified that the later part of the impugned order shall not govern the Company. ED has also filed cross appeal, which is tagged with the Company''s appeal. The matters are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the Company and the same is pending for trial.

51 The Company has presented segment information in the consolidated financial statements which are presented in the same annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ''Operating Segments'', no disclosures related to segments are presented in these standalone financial statements.

52 The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

53 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Willful defaulter

ii. Utilisation of borrowed funds & share premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilisation of borrowings

v. Current maturity of long term borrowings

54 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/disclosure.

Mar 31, 2018

1 COMPANY OVERVIEW

63 moons technologies limited (the âCompanyâ) is domiciled in India. The Companyâs registered office is at Shakti Tower - 1, 7 th floor, Premises - E, 766, Anna Salai, Thousand Lights, Chennai - 600002, Tamilnadu, India. The Company has received fresh Certificate of Incorporation Number (CIN) L29142TN1988PLC015586 dated May 27, 2016, from the Registrar of Companies (ROC), Chennai, pursuant to change of name of the Company from Financial Technologies (India) Limited to â63 moons technologies limitedâ and also received approval for alteration / amendment of Main Object clause of the Memorandum of Association of the Company by way of addition of appropriate para in existing sub clause 5 of clause IIIA.

The principal activity of the company is that of Computer Programming, Consultancy and related services. The Company, is among the global leaders in offering technology IP (Intellectual Property) and domain expertise to create and trade on next-generation financial markets, that are transparent, efficient and liquid, across all asset classes including equities, commodities, currencies and bonds among others. The Company is pioneer in end to end Straight Through Processing (STP) solution that support high density transactions. It has developed proprietary technology platform benchmarked against global standard which give it a decisive edge in driving mass disruptive innovation at the speed and cost of execution unmatched in the financial market industry.

2 BASIS OF PREPARATION

2.1 Statement of Compliance and Basis of Preparation

These financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (âthe 2013 Actâ) read with the Companies (Indian Accounting Standards) Rules, 2015, subsequent amendments thereto and the relevant provisions of the 2013 Act.

The financial statements have been prepared on accrual basis using the historical cost measurement except for the following material items that have been measured at fair value as required by relevant Ind AS:

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

- Share based payment transactions

- Defined benefit and other long-term employee benefits

The accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

These Ind-AS compliant financial statements were approved by the Board of Directors on dated May 21, 2018.

2.2 Functional and Presentation Currency

These separate financial statements are presented in Indian Rupees, which is the Companyâs functional currency. All amounts have been rounded off to the nearest lakhs, unless otherwise indicated.

2.3 Use of Judgements and Estimates

The preparation of the financial statements in conformity with Ind AS requires management to make certain estimates, judgements and assumptions. These affect the application of accounting policies, the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the reporting date of the financial statements and reported amounts of income and expenses during the period. Accounting estimates could change from period to period and the actual results could differ from those estimates. These are reviewed by the management on an on-going basis and appropriate changes in estimates are made prospectively as management becomes aware of changes in circumstances surrounding the estimates. The management believes that the estimates used in preparation of these financial statements are just, prudent and reasonable.

The areas involving critical estimates & judgements are:

- Note 3.18 - Leases: whether an arrangement contains a lease and lease classification;

- Note 39 - Measurement of defined benefit obligations: key actuarial assumptions;

- Note 19 - Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used;

- Note 29 - Impairment test: key assumptions underlying recoverable amounts.

- Notes 3.8 and 29 - Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;

- Refer Note 3.14 - Estimation of income taxes

- Refer Note 29 - Estimation of fair value of unlisted securities

- Refer Note 3.6 - Estimation of useful life of an intangible assets

- Refer Note 3.8 and 29 - Estimation of realisable value of assets

- Refer Note 29 - Estimation of contingent liabilities

- Refer Note 29 - Impairment of trade receivable

- Refer Note 38 - Share based payments

3 IND AS STANDARDS ISSUED BUT NOT YET EFFECTIVE

Ministry of Corporate Affairs (âMCAâ) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective subsequent years as mentioned below:

Ind AS 115 - Revenue from Contracts with Customers (applicable for annual periods beginning on or after April 1, 2018)

Ind AS 21 - The effect of changes in Foreign Exchange rates (applicable for annual periods beginning on or after April 1, 2018)

Ind AS 116 - Leases (applicable for annual periods beginning on or after April 1, 2019)

Ind AS 115 Revenue from Contracts with Customers

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue, Ind AS 11 - Construction Contracts when it becomes effective. The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

- Step 1: Identify the contract(s) with a customer

- Step 2: Identify the performance obligation in contract

- Step 3: Determine the transaction price

- Step 4: Allocate the transaction price to the performance obligations in the contract

- Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when âcontrolâ of the goods or services underlying the particular performance obligation is transferred to the customer. The Company is evaluating the requirements of the Ind AS 115 and the effect on the financial statements is being evaluated.

Ind AS 21 - The Effect of Changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company is evaluating the impact of this amendment on its financial statements.

Ind AS 116 - Leases

In January 2016, the IASB issued Ind AS 116 - Leases which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract and replaces the previous standard on leasing, Ind AS 17 - Leases. Ind AS 116, which is not applicable to service contracts, but only applicable to leases or lease components of a contract, defines a lease as a contract that conveys to the customer (lessee) the right to use an asset for a period of time in exchange for consideration. Ind AS 16 eliminates the classification of leases for the lessee as either operating leases or finance leases as required by Ind AS 17 and instead, introduces a single lessee accounting model whereby a lessee is required to recognise assets and liabilities for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and to recognise depreciation of leased assets separately from interest on lease liabilities in the income statement. As Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. Ind AS 116 is effective from April 1, 2019, with early adoption allowed only if Ind AS 115 - Revenue from Contracts with Customers is also adopted.

ii. Contractual obligations

There is no contractual obligations towards investment property.

iii. Leasing arrangements

Certain investment properties are leased to tenants under long-term operating leases with rentals payable monthly. Minimum lease payments receivable under non-cancellable operating leases of investment properties are as follows:

b. Rights, preferences and restrictions attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend recommended by the Board of Directors is subject to the approval of the shareholders at the ensuing annual general meeting, except in the case of interim dividend and appropriate judicial orders. 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 in the proportion of equity shares held.

d. As at March 31, 2018, 43,381 Options (Previous Year 518,090) are outstanding towards Employee Stock Options granted. For particulars of options on unissued capital under employee stock option schemes, Refer Note 38.

During the year ended March 31, 2012, the Company had availed three foreign currency term loans viz. external commercial borrowings aggregating USD 110 million comprising of:

i) Loans of USD 35 million and USD 50 million which were repayable in three annual installments (first two installments of 33.33% each and last installment of 33.34%) starting from April 2015 and June 2015 respectively. During the financial year 2013-14, the Company partly prepaid USD 9.8 million out of loan of USD 35 million and balance USD 25.2 million is repaid in during the year. Similarly, during the financial year 2013-14, the Company partly prepaid USD 14 million out of loan of USD 50 million and balance USD 36 million is repaid during the year. These loans was carried interest at the rate of applicable quarterly LIBOR plus margin of 3.0% p.a.; and

ii) Loan of USD 25 million was repayable in nine semi-annual installments (first eight installments of 11% each and last installment of 12%) starting from December 2014. During the financial year 2013-14, the loan was refinanced with the same lender at reduced borrowing rate. Also the Company prepaid USD 9.45 million during the financial year 2013-14 and balance USD 15.55 million is repayable in December 2018. This loan carried interest at the rate of applicable quarterly LIBOR plus margin of 4.3% p.a. During the year margin reduce from 4.30% p.a. to 2.3% p.a.

- Level 1 hierarchy includes methods and input that use active quoted prices depending upon type of instrument. Management has used closing prices and values of closing NAVâs as applicable in case of financial instruments covered under this level.

- Under level 2 the fair value of the financial instruments that are not traded in any active market are determined using appropriate valuation techniques with the use of observable market data without relying much on the estimates that are entity specific. The inputs under this level are always observable.

- In case of level 3 if one or more of the significant inputs are not derived on the basis of observable market data then fair value estimations derived with such inputs are included in level 3.

- The Company follows a policy to recognise transfers between the levels only at the end of reporting period and accordingly there are no transfers between levels during the year.

The information based on the above levels is tabulated here below:

Calculation of fair values:

The fair values of Investments in mutual funds are based on Net Asset Values (NAV) published by fund houses and uploaded on Association of Mutual Funds of India (AMFI)âs website. The unlisted equity shares are fair valued on the basis of latest available financial statements of the companies. The securities which are listed but not frequently traded are fair valued based on the estimated rate as per prevailing market condition as on reporting date as received from market intermediary. Trust securities are fair valued based on latest available Net Asset Value report from the trustee company.

4 RISK MANAGEMENT

Credit Risk Management

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 Companyâs receivables from customers and investment securities.

Trade Receivables

The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals of customers to which the Company grants credit terms in the normal course of business and their past transactions. Impairment losses in respect of trade receivables is assessed at party level on each reporting date. The Company establishes an expected credit loss allowance for trade receivables based on historical trends. The ageing analysis of trade receivable (gross of provision) has been considered from the date invoice falls due. Following table depicts expected credit loss on agewise trade receivables.

Financial Instruments & Bank Balances

The Company limits its exposure to credit risk by generally investing in securities with a good credit rating. The credit rating is being reviewed by the Company periodically. Balances with banks are subject to low credit risks due to good credit ratings assigned to these banks.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation. Typically the Company ensures that it has sufficient cash on demand to meet expected operational expenses, servicing of financial obligations.

The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2018 and March 31, 2017.

Foreign Currency risk

The Companyâs exchange risk arises primarily from its foreign currency borrowings, advances to overseas subsidiaries and balances in overseas bank accounts (in U.S. dollars). The exchange rate between the Indian rupee and US dollars has changed substantially in recent periods and may continue to fluctuate in the future. The Company has entered into forward contract for partial amount of its borrowings as on 31.03.2018 to mitigate the foreign exchange exposure of borrowings due in short term.

The details in respect of the outstanding foreign exchange forward contracts in respect of borrowings are as hereunder:

For the year ended March 31, 2018 every 1% increase / decrease of the respective foreign currencies compared to functional currency of the Company would result in loss / gain of Rs. 98.08 lakhs.

For the year ended March 31, 2017 every 1% increase / decrease of the respective foreign currencies compared to functional currency of the Company would result in loss / gain of Rs. 237.63 lakhs

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 Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs debt obligations with floating interest rates. To mitigate the interest rate risk, the Company has entered into interest rate swap contracts for covering partial borrowing to fixed rate of interest from floating rate.

The Companyâs investment are primarily in long term fixed interest rate securities and hence do not carry substantial interest rate risk.

Capital Management

The primary objective of Companyâs capital management is to maximize shareholders value and safeguard its ability to continue as a going concern.

The Company monitors capital using gearing ratio, which is debt divided by total capital plus debt. Debt comprises of Long term and short term borrowings. Equity includes equity share capital and reserves that are managed as capital. The gearing at the end of the reporting period was as follows:

Price Risk:

The Company is mainly exposed to the price risk due to its investment in debt mutual funds. The price risk arises due to uncertainties about the future market values of these investments.

The Company has laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in debt mutual funds.

5 OPERATING LEASE

a. The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessee for various premises ranging from 6 months to 60 months and may be renewed for further period based on mutual agreement of the parties. The lease rentals recognised as an expense in the statement of profit and loss during the year are included in Note 27 under the head âRent including lease rentalâ.

b. The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessor for various premises ranging from 2 months to 60 months and may be renewed for further period based on mutual agreement of the parties. The lease rentals recognised as income in the statement of profit and loss during the year are included in Note 23 under the head âRental income from properties subleaseâ.

6 DISCLOSURES REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006:

a. An amount of Rs. 20.41 lakhs (Previous Year Rs. 10.68 lakhs) and â Nil (Previous Year â Nil) was due and outstanding to suppliers as at the end of the accounting year on account of Principal and Interest respectively. (Refer Note 21)

b. No interest paid during the year.

c. No interest is due and payable at the end of the year.

d. No amount of interest accrued and unpaid at the end of the accounting year.

The above information regarding Micro and Small Enterprises has been determined to the extent replies to the Companyâs communication have been received from vendors/suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

7 REVENUE EXPENDITURE INCURRED DURING THE YEAR ON RESEARCH AND DEVELOPMENT

The aggregate amount of revenue expenditure incurred during the year on Research and Development as per allocation made by the management and shown in the respective heads of the account is Rs. 1,122.99 lakhs (Previous Year Rs. 1,162.37 lakhs). This has been relied upon by the auditors.

8 STOCK BASED COMPENSATION

a. During the financial year 2011-12, Remuneration and Compensation Committee of the Company had granted 900,000 Stock Options each under the Employee Stock Option Scheme - 2009 & 2010 totaling to 1,800,000 options at a price of Rs. 770/- to the eligible employees / Directors of the Company in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time and as approved by the Shareholders at the Annual General Meetings of the Company held on 25th September 2009 & 29th September 2010 respectively.

During the financial year 2012-13, Remuneration and Compensation Committee of the Company at their meeting held on March 05, 2013 has considered and approved the grant from reissue of lapsed / cancelled options of 1,86,630 Stock Options under the Employee Stock Option Schemes of which 74,350 options are granted under scheme-2009 and 1,12,280 options under scheme-2010 at a price of Rs. 807.70 to the eligible employees / Directors of the Company in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time.

Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs. 2/- each. The Intrinsic value of each option was nil, since the options were granted at the market price of the equity shares on the date of grant. The options shall vest in three installments of 20%, 30% and 50% at the end of 1st year, 2nd year and 3rd year respectively from the date of the grant and were to be exercised within three months from vesting of options or as may be determined by the Remuneration and Compensation Committee. During the financial year 14-15, Remuneration and Compensation Committee of the Company has approved the modification of exercise period of 3 months from date of vest to three years from the date of vest (hereinafter referred as Modification 1). As approved by the Shareholders at the Annual General Meetings of the Company held on September 23, 2014, the Remuneration and Compensation Committee of the Company at their meeting held on October 01, 2014 has approved the modification of exercise price from Rs. 770.00 to Rs. 167.00 for grant dated 14th March 2012 and from Rs. 807.70 to Rs. 167.00 for grant dated March 05, 2013 (hereinafter referred as Modification 2). The tenure of the Schemes is for maximum period of five years from the date of grant of options.

d. To allow for the effects of early exercise, it is assumed that the employees would exercise the options after vesting date.

e. Expected volatility is based on the historical volatility of the share prices over the period that is commensurate with the expected term of the option.

9 EMPLOYEE BENEFIT PLANS:

Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised following amounts as contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 26 Employee benefits expenses.

Contribution to PF : Rs. 297.00 lakhs (Previous Year Rs. 307.45 lakhs)

Contribution to ESIC : Rs. 4.74 lakhs (Previous Year Rs. 1.58 lakhs)

Post employment defined benefit plans:

Gratuity Plan (Included as part of contribution to provident fund and other funds in Note xx Employee benefits expense): The Company makes annual contributions to the Employeeâs Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India (âLICâ), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

The Company expects to contribute Rs. 349.48 lakhs (Previous Year Rs. 340.44 lakhs) to the plan assets in the immediate next year.

10 RELATED PARTY DISCLOSURE:

I Names of related parties and nature of relationship: (As per Ind-AS)

i Entities where control exists (Subsidiaries, including step down subsidiaries)

1 TickerPlant Ltd. (TickerPlant)

2 IBS Forex Ltd. (IBS)

3 atom Technologies Ltd. (atom)

4 Riskraft Consulting Ltd. (Riskraft)

5 National Spot Exchange Ltd. (NSEL)

6 Western Ghats Agro Growers Company Limited (WGAGL) (Subsidiary of NSEL)

7 Farmer Agricultural Integrated Development Alliance Ltd. (FAIDA) (Subsidiary of NSEL)

8 FT Group Investments Pvt. Ltd. (FTGIPL)

9 Financial Technologies Middle East- DMCC (FTME) (Subsidiary of FTGIPL)

10 Bourse Africa Limited (BAL) (subsidiary of FTGIPL)

11 Bourse Africa Clear Limited (BACL) (Subsidiary of BAL)

12 Knowledge Assets Pvt. Ltd. (KAPL)

13 Financial Technologies Communications Ltd. (FTCL)

14 Global Payment Networks Ltd. (GPNL)

15 FT Knowledge Management Company Ltd. (FTKMCL)

16 Indian Bullion Market Association Ltd. (IBMA) (Subsidiary of NSEL)

17 Bourse Africa (Bostwana) Limited (BABL) (Subsidiary of FTGIPL) (under liquidation)

18 ICX Platform (Pty) Ltd. (ICX)

19 Credit Market Services Ltd. (CMSL)

20 Apian Finance and Investments Ltd. (APIAN)

21 Bahrain Financial Exchange BSC (c) (BFX) (Subsidiary of FTGIPL) (under liquidation)

22 BFX Clearing & Depository Corporation BSC(c) (Subsidiary of BFX) (under liquidation)

23 Financial Technologies Singapore Pte Ltd. (FTSPL)

24 FT Projects Ltd. (FTPL)

25 Adyna Solutions Pvt.Ltd. (Subsidiary of atom) (w.e.f. May 9, 2016)

ii Key Management Personnel (KMP)

Executive directors:

1 Mr. S. Rajendran : Managing Director & CEO (w.e.f. 10 Feb, 2017)

2 Mr. Rajendra Mehta : Whole-time Director

3 Mr. Devendra Agrawal : Chief Financial Officer (upto 26 May, 2017) and Whole -time Director & CFO (w.e.f. 27 May, 2017)

4 Mr. Hariraj Chouhan : Company Secretary

5 Mr. Prashant Desai : Managing Director & CEO (upto 09 Feb, 2017)

6 Mr. Jigish Sonagra : Whole-time Director (upto 20 Dec, 2016)

Non-executive directors :

1 Mr. Venkat Chary (Retd. IAS)

2 Mr. A. Nagarajan (Retd. IAS)

3 Justice Rajan Kochar (Retd.)

4 Mr. Sunil Shah

5 Justice Deepak Verma (Retd.) (w.e.f. 21.12.2016)

6 Mrs. Chitkala Zutshi (Retd. IAS) (w.e.f. 21.12.2016)

7 Mr. Suresh Salvi (Retd. IAS) (w.e.f. 14.10.2016)

8 Mr. Kanekal Chandrasekhar (w.e.f. 27.09.2017)

9 Mr. Berjis Desai (Ceased w.e.f. 26.05.2017)

10 Mr. Jigish Sonagara (Ceased w.e.f. 10.08.2017)

iii Individuals / Entity owning, directly or indirectly, an interest in the voting power that gives control or significant influence.

1 La-fin Financial Services Pvt. Ltd. (La-fin)

2 Mr. Jignesh Shah

Notes:

i. Loans to employees as per the Companyâs policy are not considered.

ii. None of the loanees have made investments in the shares of the Company.

iii. Figures disclosed above are without reducing amount of provision made for doubtful loans.

11 During the year, transaction relating to granting license of the application software PowerARMS^TM DAM, Power ARMS^TM TAM & REC, Back Office and SLDC software along with source code to Indian Energy Exchange (IEX) has been completed and the Company has recognized revenue of Rs. 9,720.00 lakhs (excluding Rs. 1,080.00 lakhs kept in escrow account which is released in subsequent year as per the terms of the agreement). The said license is perpetual, irrevocable, non-transferable and non-assignable.

12 During the year, Bahrain Financial Exchange BSC (c) (BFX), which is a stepdown subsidiary through FT Group Investments Pvt. Ltd., a Mauritius based entity, has requested the Central Bank of Bahrain (âCBBâ) to permit surrender of the CBB license to the Regulator and dissolve the company. Consequently, management has appointed a liquidator to wind up the Company.

13 During the quarter, the Securities Exchange License of step down subsidiaries Bourse Africa Limited (BAL), a wholly owned subsidiary of FT Group Investments Pvt. Ltd. (FTGIPL), Mauritius was terminated together with Clearing & Settlement Facility License of BALâs wholly owned subsidiary Bourse Africa Clear Limited (BACL).

14 During the year, In order to meet the working capital requirements of NSEL, Company has subscribed to the right issues made by NSEL to the extent of Rs. 3,081.66 lakhs (Previous Year Rs. 3,075.00 lakhs). On conservative basis, the Company has made allowance for expected credit loss in value of long term investments in its subsidiaries including NSEL to the extent of Rs. 6,311.66 lakhs (Previous Year Rs. 3,075.00 lakhs). (Refer Note 40).

15 The Company has a total MAT credit entitlement of Rs. 9,115.62 lakhs as at March 31, 2018. During the year the Company has utilized MAT credit of Rs. 3,287.11 lakhs. The management of the Company is confident that the Company will be able to utilize balance MAT entitlement in future unexpired years.

16 As per Section 135 of the Companies Act 2013, during the year the Company was required to spend Rs. 56.72 lakhs (Previous year Rs. 145.02 lakhs) towards a Corporate Social Responsibility (CSR). During the year, an amount Rs. 387.95 lakhs were utilized on the activity specified in Schedule VII of the Companies Act, 2013. to a separate Balance earmarked funds were transferred bank account and the same shall be utilized on activities which are specified in Schedule VII of the Companies Act, 2013.

17 Out of the sale proceeds receivable on sale of share in National Bulk Handling Corporation Limited (NBHC), Rs. 2,298.43 lakhs was kept in escrow account for which the Company had received claim from the buyer for indemnification of third party claims. The Company had disputed the claims. As per agreement with the buyer during the year, the Company has received Rs. 1,300.00 lakhs out of the escrow account and Rs. 272.02 lakhs were released to the buyer. Balance Rs. 726.41 lakhs which are in dispute, are still in escrow account.

18 Certain perpetual bonds of various reputed banks in which the Company had invested were prematurely redeemed on their own by the respective banks on account of RBI placing the banks under Prompt Corrective Action (PCA) as regulatory event and without any instructions/action of the Company. The original call dates of each of the aforesaid Bonds were much later in time, with the earliest being January 12, 2020, however these banks opted for premature redemptions. Consequently, the Company has recognized impairment loss to the extent of Rs. 3,145.92 lakhs in respect of these bonds which has been shown under exceptional items.

19 The writ petition filed by the Company challenging the legality and propriety of the Forward Markets Commissionâs (FMC) order on the Company inter alia declaring ânot a fit & proper personâ is pending for hearing before the Honâble Bombay High Court. The Company has filed civil appeals before Honâble Supreme Court challenging the Security Exchange Board of India (SEBI) Order and Central Electricity Regulatory Commission (CERC) order inter alia declaring the âCompany not a fit and proper person to hold shares in recognized stock exchanges and power exchanges respectivelyâ; which are pending for hearing. The same will come up for hearing in due course before the respective courts.

20 The Company has challenged EOW letter dated February 28, 2015 before Honâble Bombay High Court wherein Honâble Bombay High Court by its order dated June 12, 2015 granted a stay to EOW letter dated February 28, 2015 on the condition that the Company shall deposit Rs. 84 crs from the sale proceeds of IEX within four weeks from completion of sale of IEX. Accordingly, the Company has deposited Rs. 84 crs with the Registrar, Criminal Appellate Side, High Court, Bombay. The matter is pending for hearing before Honâble Bombay High Court.

21 The Honâble Bombay High Court passed an ad interim order dated September 30, 2015 inter alia restraining the Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956 (to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion was filed in one of the suits. The matter is pending before the Honâble Bombay High Court. In compliance to the order, the Company has not distributed the final dividend for the financial year 2014-15 to the shareholders pursuant to the directions of the Honâble Bombay High Court and hence is not in default in compliance with the statutory provisions under the Companies Act, 2013. The Notice of Motions is pending for hearing. Further, at annual general meeting held on September 27, 2017, the shareholders of the Company have approved final dividend for year 2016-17 @ Rs. 2/- per share, aggregating to Rs. 921.57 lakhs, subject to appropriate judicial order which is also pending for distribution to the shareholders due to aforesaid restrictions.

22 On February 12, 2016, Ministry of Corporate Affairs (âMCAâ) passed a final order of amalgamation (Final Order) of National Spot Exchange Limited (NSEL) with the Company under Section 396 (1) of the Companies Act. The Company had challenged the Final Order by way of a Writ Petition before the Honâble Bombay High Court, which was dismissed by the Honâble Bombay High Court by its order dated December 4, 2017. The Company has filed a Special Leave Petition against the said order dated December 4, 2017 before the Honâble Supreme Court of India. The Honâble Supreme Court of India has stayed the order dated December 4, 2017, the matter will come up for hearing in due course.

23 The Union of India, through the Ministry of Corporate Affairs (âMCAâ), has filed the Company Petition inter alia under Sections 397 and 398 read with Section 388B of the Companies Act, 1956 (the âActâ) before the Principal Bench of the Company Law Board at New Delhi (the âCLBâ), inter-alia seeking removal and supersession of the Board of Directors of the Company. Applications for dismissal of the Company Petition for want of cause of action have been filed. Due to the formation of the National Company Law Tribunal (âNCLTâ) the CLB has been dissolved. Subsequently, the matter has been transferred to NCLT, Chennai bench for disposal. In the interim as per the order of the CLB dated 30th June, 2015 the company is restrained from selling/alienating or creating third party rights in its assets and investments. This order has been upheld by the Honâble Supreme Court of India vide its order dated 18th April, 2016. The NCLT has also by consent formed a committee to consider sale of the assets of the Company pursuant to regulatory directions / requirements, treasury management and funding requirements of the subsidiaries. The final argument in the matter are completed and matter is kept for orders.

24 a) During the previous years, civil suits have been filed against the Company in relation to the event that occurred on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Honâble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against the Company. The matters are pending for hearing before the Honâble Bombay High Court.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing of the Mumbai Police (EOW) and Central Bureau of Investigation (CBI) in connection with the events occurred on NSELâs trading platform. After investigation, EOW, Mumbai has presently filed 3 charge-sheets. It is pertinent to note that till date, no charge sheet has been filed against the Company by EOW. All investigations are presently pending. CBI has filed charge-sheets against the Company for alleged loss caused to PSUs - PEC Ltd. & MMTC Ltd. on NSEL platform and the case is pending for trial before the CBI court.

c) The CBI - EOW, has also registered an FIR which pertains to alleged conspiracy between the accused private persons and the named officials of Securities & Exchange Board of India (SEBI) in granting renewal of stock exchange license to Metropolitan Stock Exchange of India Limited (MSEI) by SEBI in August 2010, by suppression of facts. There is no direct allegation against the Company in the FIR. Therefore, the Company has filed a petition before the Honâble Court for quashing of the said FIR against itself.

d) The CBI - EOW, has registered complaint against the Company along with certain officials of FMC, SEBI and other for giving illegal benefits to MCX and allowing MCX trading as private commodity exchange. The investigation in the matter is still in progress.

25 a) On 18th July, 2016, the Company received a notice from the EOW Mumbai inter alia directing the Company not to dispose of, alienate, encumber, part with possession of or create any third party right, title and/ or interest, in, to, upon or in respect of any of the assets of the Company without permission of Honâble Designated Court under MPID Act, Mumbai. This letter has been challenged by the Company in a Writ Petition before the Bombay High Court and the same is pending for hearing. By virtue of an Affidavit filed by the EOW in the matter the Company is not prohibited from incurring day to day expenses. The Government of Maharashtra vide its Notification dated 21st September, 2016, notified the attachments of certain assets of the Company.

The Company has filed on 16th January, 2017 a Writ Petition before the Bombay High Court challenging inter alia, the notification attaching the assets of the Company under the provisions of the Maharashtra Protection of Interest of Depositors Act. The matter is pending for hearing.

b) EOW issued a letter dated 31st January, 2017 to NSDL directing it not to dispose of, alienate, encumber, part with possession of or create any third party right, title and / or interest in, to, upon, or in respect of any assets mentioned in the letter dated 31st January, 2017 of the Company without the permission of the Honâble Designated Court under the MPID Act, Mumbai. The Company challenged the letter dated 31st January, 2017 before the Honâble Bombay High Court, inter alia, on the ground that the EOW did not have the power to do so. The Honâble Court has been pleased to stay the same. The matter is pending for hearing.

c) The State Government under the MPID Act has attached several Bonds, bank accounts, investments, Fixed Deposits and ODIN software and its receivables of the Company vide gazette notifications dated April 4, 2018, April 7, 2018, April 11, 2018, April 19, 2018 and May 15, 2018. The Competent Authority has filed Misc. Applications before the MPID Court to make absolute the attached properties mentioned in aforesaid gazette notifications. The said Misc. Applications are pending for hearing before Honâble MPID Court, Mumbai. The Company has filed a writ petition before the Bombay High Court challenging the aforesaid notifications attaching the various assets of the Company under the provisions of the MPID Act. The Honâble High Court has granted partial relief to the Company. The said Writ Petition will come up for hearing in June, 2018.

26 Certain assets of the Company have been attached by the Enforcement Directorate under the provisions of the Prevention of Money Laundering Act, 2002. The three Provisional Attachments Orders have been confirmed by the Adjudicating Authority. The Company has filed Appeals challenging the confirmation orders passed by the Adjudicating Authority, before the Honâble Appellate Tribunal. The Honâble Appellate Tribunal has granted status quo on orders passed by the Adjudicating Authority confirming three attachments. The matter is pending for hearing before Honâble Appellate Tribunal.

27 The Serious Frauds Investigation Office (SFIO) published a Public Notice during December, 2016 in a newspaper wherein it has been mentioned that the Central Government had directed the SFIO to investigate into the affairs of the Company and also inviting the members of the public to lodge their alleged grievances against the Company with them. The Company is exploring its options in relation to the SFIO orders in consultation with its attorneys and Counsel.

28 Modulus Financial Engineering filed a copyright infringement suit against the Company claiming that the Company had breached the license granted by Modulus to the Company in the use of its ODIN software. The Company has denied all these claims in its reply and written statement. The Notice of Motion seeking interim relief against the Company has been disposed of by a consent order. The suit is pending for final hearing and disposal.

29 Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification/disclosure.

Mar 31, 2016

(a) Rights, preferences and restrictions attached to equity shares:

The Company has only one class of shares referred to as equity shares having a par value of '' 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend recommended by the Board of Directors is subject to the approval of the shareholders at the ensuing annual general meeting, except in the case of interim dividend. 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 in the proportion of equity shares held.

(c) As at March 31, 2016, 945,824 Options (Previous Year 1,039,703) are outstanding towards Employee Stock Options granted. For particulars of options on unissued capital under employee stock option schemes, Refer Note 39.

*In previous year, as per statutory provisions, tax payable on distribution of dividend is partly adjusted against tax payable on dividend received from a foreign subsidiary company.

During the year ended March 31, 2012, the Company had availed three foreign currency term loans viz. external commercial borrowings aggregating USD 110 million comprising of:

i) Loans of USD 35 million and USD 50 million which were repayable in three annual installments (first two installments of 33.33% each and last installment of 33.34%) starting from April 2015 and June 2015 respectively. During the previous year, the Company partly prepaid USD 9.8 million out of loan of USD 35 million and balance USD 25.2 million is repayable in April 2017. Similarly, during the earlier year, the Company partly prepaid USD 14 million out of loan of USD 50 million and balance USD 36 million is repayable in May 2017. These loans carried interest at the rate of applicable quarterly LIBOR plus margin of 3.5% p.a. which was reduced to quarterly LIBOR plus margin of 3.0% p.a. during the previous year; and

ii) Loan of USD 25 million was repayable in nine semi-annual installments (first eight installments of 11% each and last installment of 12%) starting from December 2014. During the earlier year, the loan was refinanced with the same lender at reduced borrowing rate. Also the Company prepaid USD 9.45 million during the earlier year and balance USD 15.55 million is repayable in December 2017. This loan carried interest at the rate of applicable quarterly LIBOR plus margin of 5% p.a. (4.8% p.a. on refinancing) which was reduced to quarterly LIBOR plus margin of 4.3% p.a.

1. OPERATING LEASE

(a) The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessee for various premises ranging from 6 months to 60 months and may be renewed for further period based on mutual agreement of the parties. The lease rentals recognized as an expense in the statement of profit and loss during the year are included in Note 27 under the head ''Rent including lease rental''.

(b) The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessor for various premises ranging from 2 months to 60 months and may be renewed for further period based on mutual agreement of the parties. The lease rentals recognized as income in the statement of profit and loss during the year are included in Note 22 under the head ''Rental income from operating leases''.

*The Company is charging rent/amenities to group companies for utilizing part of its building. It is not feasible to segregate cost and depreciation amount in respect of fixed assets so utilized and hence it has not been included in this disclosure.

2 DISCLOSURES REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006:

(a) An amount of Rs.7.67 lacs (Previous Year Rs.14.01 lacs) and Rs. NIL (Previous Year Rs. Nil) was due and outstanding to suppliers as at the end of the accounting year on account of Principal and Interest respectively. (Refer Note 9)"

(b) No interest paid during the year.

(d) No amount of interest accrued and unpaid at the end of the accounting year.

3 A) DERIVATIVE INSTRUMENTS OUTSTANDING AS AT THE BALANCE SHEET DATE 35 REVENUE EXPENDITURE INCURRED DURING THE YEAR ON RESEARCH AND DEVELOPMENT

The aggregate amount of revenue expenditure incurred during the year on Research and Development as per allocation made by the management and shown in the respective heads of the account is Rs. 1,250.63 lacs (Previous Year Rs. 1,071.79 lacs). This has been relied upon by the auditors.

Notes:

i) Loans to employees as per the Company''s policy are not considered.

ii) None of the loanees have made investments in the shares of the Company.

iii) Above amount Includes non- interest bearing advances.

iv) Figures disclosed above are without reducing amount of provision made for doubtful loans and advances.

v) Figures in respect of maximum amount outstanding during the Previous Year are given in brackets.

4. STOCK BASED COMPENSATION

a) During the financial year 2011-12, Remuneration and Compensation Committee of the Company had granted 900,000 Stock Options each under the Employee Stock Option Scheme - 2009 & 2010 totaling to 1,800,000 options at a price of Rs. 770/- to the eligible employees / Directors of the Company in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time and as approved by the Shareholders at the Annual General Meetings of the Company held on 25^th September 2009 & 29^th September 2010 respectively.

During the financial year 2012-13, Remuneration and Compensation Committee of the Company at their meeting held on March 05, 2013 has considered and approved the grant from reissue of lapsed / cancelled options of 1,86,630 Stock Options under the Employee Stock Option Schemes of which 74,350 options are granted under scheme-2009 and 1,12,280 options under scheme-2010 at a price of '' 807.70 to the eligible employees / Directors of the Company in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time.

Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs. 2/- each. The Intrinsic value of each option was nil, since the options were granted at the market price of the equity shares on the date of grant. The options shall vest in three installments of 20%, 30% and 50% at the end of 1^st year, 2^nd year and 3^rd year respectively from the date of the grant and were to be exercised within three months from vesting of options or as may be determined by the Remuneration and Compensation Committee. During the previous year, Nomination and Remuneration Committee (erstwhile, Remuneration and Compensation Committee) of the Company has approved the modification of exercise period of 3 months from date of vest to three years from the date of vest (hereinafter referred as Modification 1). As approved by the Shareholders at the Annual General Meetings of the Company held on September 23, 2014, the Nomination and Remuneration Committee (erstwhile, Remuneration and Compensation Committee) of the Company at their meeting held on October 01, 2014 has approved the modification of exercise price from Rs. 770.00 to Rs. 167.00 for grant dated March 14, 2012 and from Rs. 807.70 to Rs. 167.00 for grant dated March 05, 2013 (hereinafter referred as Modification 2). The tenure of the Schemes is for maximum period of five years from the date of grant of options.

b) The Company is following the intrinsic value-based method of accounting for stock option and accordingly has recognized Rs. Nil (Previous Year Rs.574.00 lacs) as expenses on employee stock option (ESOP) schemes in the Statement of Profit & Loss.

Had the compensation cost of the Company''s stock based compensation plans been determined as per fair value approach using Black & Scholes model :

(a) the incremental cost, in addition to the amount based on the grant date fair value of the stock options, for the year due to:

(i) Modification 1 would have been Rs. Nil (Previous Year Rs. 2,671.73 lacs).

(ii) Modification 2 would have been Rs. Nil (Previous Year Rs. 774.54 lacs).

(b) the Company''s net profit for the year would have been lower by Rs. Nil (Previous Year Rs. 3,168.74 lacs)

5. EMPLOYEE BENEFIT PLANS

Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognized following amounts as contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 24 Employee benefits expenses.

Contribution to PF : Rs. 304.10 lacs (Previous Year Rs. 287.72 lacs)

Contribution to ESIC : Rs. 1.53 lacs (Previous Year Rs. 1.91 lacs)

Post employment defined benefit plans:

Gratuity Plan (Included as part of contribution to provident fund and other funds in Note 24 Employee benefits expense): The Company makes annual contributions to the Employee''s Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India (''LIC''), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

The following table sets out the funded status of the gratuity plan and amount recognized in the financial statements.

The Company expects to contribute '' 350.88 (Previous Year '' 334.11 lacs) to the plan assets in the immediate next year.

b The Company''s share of interest in the assets, liabilities, income, expenses, contingent liabilities and capital and other commitments with respect to JCE as at and for the year ended March 31, 2015 based on unaudited financial statements of JCE:

The amounts are translated at the year end rate for assets and liabilities and average rate for income and expenses for DGCX.

6. AMOUNTS REMITTED IN FOREIGN CURRENCY DURING THE YEAR ON ACCOUNT OF DIVIDEND:

The Company has paid dividend, during the year, in respect of shares held by non-resident shareholders including Foreign Institutional Investors and GDR custodian. The total amount remitted as stated below represents amount paid into Indian bank as per mandate/direction given by the non-resident shareholders. Consequently, the exact amount of dividend remitted in foreign currency cannot be ascertained.

7. During the previous year, without prejudice to legal rights available within the law, the Company has divested its stake in Multi-Commodity Exchange of India Ltd (MCX) and in Metropolitan Stock Exchange of India Ltd (MSEI) (formerly known as MCX Stock Exchange Limited), consequent profit of Rs. 85,262.70 lacs (Net of attributable expenses of Rs. 2,722.02 lacs) and Rs. 1,282.46 lacs (net of attributable expense of Rs. 1,665.66 lacs) respectively grouped under ''Net gain on sale of Current Investments in Exceptional items (Refer Note 28). The Company''s shareholding in MCX and MSEI has become ''NIL.

8. The writ petition filed by the Company challenging the Forward Markets Commission''s (FMC) alleged order on the Company inter alia declaring "not a fit & proper person" is pending for hearing before the Hon''ble Bombay High Court. The Company has filed civil appeals before Hon''ble Supreme Court challenging the Security Exchange Board of India (SEBI) Order and Central Electricity Regulatory Commission (CERC) order inter alia declaring the "Company not a fit and proper person to hold shares in recognized stock exchanges and power exchanges respectively''; which are pending for hearing. Inview of the respective orders, MCX-SX Clearing Corporation Limited and Indian Energy Exchange Limited are not considered as an associate company from the date of orders i.e. March 19, 2014 and May 13, 2014 respectively.

9. During the year, without prejudice to the legal rights and remedies, the Company has concluded the sale of its entire 25.64% stake in Indian Energy Exchange Ltd (IEX) on fully diluted basis to various buyers and consequent profit of Rs.52,093.88 lacs (Net of attributable expenses of Rs. 2,274.93 lacs) is shown under exceptional items. Accordingly, the Company''s shareholding in IEX has become NIL.

10. Vide order dated June 12, 2015 of the Hon''ble Bombay High Court, stay has been granted on the February 28, 2015 letter of the EOW directing the Company, inter-alia, "not to dispose of, alienate, encumber, part with possession of, or create any third party right, title, and/or interest in, to, upon or in respect of any of assets of the Company, its subsidiaries, and its step down subsidiaries except for the payment of statutory dues, amounts for the preservation, maintenance and protection of their assets and wages and salaries under intimation to the Investigating agency and in the case of immovable properties, without the orders of the trial Court", on the condition that the Company shall deposit Rs. 84 crs from the sale proceeds of IEX within four weeks from completion of sale of IEX. Accordingly, the Company has deposited Rs. 84 crs with the Registrar, Criminal Appellate Side, High Court, Bombay, which has been placed by the Registrar in Fixed Deposit with a bank. In view of the uncertainty about realization, the Company has not accrued interest on the said Fixed Deposit. The same has been grouped under ''Other Current Assets''.

11. During the year, the Company has concluded the sale of its entire 13% equity stake in Dubai Gold and Commodity Exchange (DGCX) with Dubai Multi Commodity Center (DMCC) and consequent profit of Rs.1,616.32 lacs (Net of attributable expenses of Rs. 1,070.63 lacs) is shown under exceptional items.

Similarly, FT Group Investments Pvt. Ltd (FTGIPL), wholly owned subsidiary company has also concluded sale of its 14.3% stake held in DGCX with DMCC for an aggregate consideration of USD 5.78 million. Accordingly, the Company and FTGIPL have completely exited from DGCX.

12. Bourse Africa Limited, Mauritius (âBALâ) and its subsidiary BACL hold licenses (Securities Exchange License and Clearing and Settlement Facility License) issued by the Financial Services Commission (FSC) to operate as a Commodity Exchange and to provide Clearing and Settlement services respectively. The Company received letter from Financial Services Commission (FSC) in May, 2014 informing that FSC does not consider the Company as fit & proper, pursuant to Section 23(3) of the Financial Services Act, 2007 of Mauritius and directed the Company to dispose of its shareholding in BAL. The disposal is yet to be concluded.

The FSC has on 30 March 2016 given a deadline of 31 May 2016 for the change in shareholding to take place failing which the Securities Exchange License and the Clearing and Settlement Facility License will be revoked. The company has on 11 May 2016 made a request to the FSC for an extension of the deadline of 31 May 2016 because of the recent order of the Hon''ble Supreme Court of India (Refer note 55). However, as at the date of this report the FSC has not responded to this request.

13. As at March 31, 2016, the Company''s investment in certain subsidiaries aggregating Rs. 1,21,821.86 lacs (Previous Year Rs. 84,069.44 lacs) and loans and advances / recoverable from these entities aggregating Rs. 3,310.77 lacs (Previous Year Rs. 3,321.18 lacs) (excluding NSEL and its subsidiaries) which presently have accumulated losses, [share of aggregate losses till March 31, 2016 Rs. 1,04,172.83 lacs (Previous year Rs. 106,979.33 lacs)].

On a conservative basis during year, the Company has made an additional provision of Rs. 27,406.86 lacs (Previous Year Rs. 65,726.76 lacs) towards provision for other than temporary diminution in the value of long term investments excluding NSEL which is shown in Exceptional items (Refer Note 28). Accordingly, total provision of Rs. 1,01,800.33 lacs (Previous Year Rs. 74,393.47 lacs) for other than temporary diminution in the value of long term investments excluding NSEL and provision of Rs. 3,138.95 lacs (Previous Year Rs. 178.57 lacs) for doubtful loans and advances excluding NSEL as at the year ended on March 31, 2016 is considered to be adequate for these investments and loans and advances / receivables.

14. In order to meet the working capital requirements of NSEL, during the year, Company has subscribed to the right issues made by NSEL to the extent of Rs. 4,900.00 lacs (Previous Year Rs. 1,500.00 lacs). On conservative basis, the Company has made a provision towards diminution other than temporary in value of long term investments of the same in respective years (Refer Note No. 28).

15 In view of the developments on trading platform of NSEL during the year ended March 31, 2014, to protect the interest of the large number of small clients of the trading members of the NSEL who had to receive money from its defaulting members, NSEL had requested the Company to give a bridge loan, which request was accepted by the Company''s then Board of Directors as a goodwill gesture without admitting any liability on behalf of NSEL and a onetime bridge loan amounting to Rs. 17,939.81 lacs was given which NSEL will have to repay to the Company from the receipt of the amounts from defaulting members.

Further, during the same year, the company had debited, an amount of Rs. 3,143.25 lacs to NSEL for amount recovered from the Company''s bank account to the extent of outstanding balance including interest in respect of a banking facility availed by them for procurement of cotton on behalf of National Agricultural Cooperative Marketing Federation of India Ltd.(NAFED), for which a bank guarantee was given by the Company on behalf of NSEL. Recovery of the said loan amount is dependent on the recovery by NSEL from NAFED. During the previous year, an additional loan of Rs. 1,098.76 lacs have been provided to NSEL for its working capital.

In view of the current status of recovery in NSEL, possibility of recovery of the said loan amount from NSEL seems very remote and difficult. Hence the Company has written off the loan of Rs. 4,592.01 lacs (Previous Year Rs. 17,939.81 lacs), without prejudice to its right to recover the loan and interest amount from NSEL in future, for which the provision was made during respective years. (Refer Note No. 28).

16. During the year, the Company has raised invoices / debit notes for income from rent, interest and reimbursement of expenses. In view of the developments at NSEL, the Company is unable to assess the ultimate collection with reasonable certainty, and on a prudent basis, to the extent of uncertainty involved, during the year the Company written off interest income of Rs. 332.26 lacs (Previous Year derecognized Rs.1,761.29 lacs) and rent income Rs. 18.00 lacs (Previous Year derecognized Rs. 24.00 lacs). The additional amount receivable from NSEL towards taxes as applicable and reimbursement of expenses is Rs. 22.73 lacs (Previous Year Rs. 22.26 lacs). The Company has made provision of Rs. 22.26 lacs during the previous year. In view of the current status of recovery in NSEL, possibility of recovery of the said amount from NSEL seems very remote and difficult. Hence the Company has written off the above receivable Rs. 176.66 lacs, without prejudice to its right to recover from NSEL in future, for which the provision was made during the previous years Rs. 153.94 lacs. (Refer Note No. 28).

17. The Hon''ble Bombay High Court passed an ad interim order dated September 30, 2015 inter alia restraining the Company from distributing any dividend or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956 (to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion bearing no 1490 of 2015. The matter is pending before the Hon''ble Bombay High Court. In compliance to the order, the Company has not distributed the final dividend for the financial year 2014-15 to the shareholders pursuant to the directions of the Hon''ble Bombay High Court and hence is not in default in compliance with the statutory provisions under the Companies Act, 2013.

18. The Company had filed a writ petition before the Hon''ble Bombay High Court, challenging the Draft Order dated October 21, 2014 of amalgamation (Draft Order) of National Spot Exchange Limited (NSEL) with the Company under Section 396 (1) of the Companies Act, issued by the Ministry of Corporate Affairs (MCA). On February 4, 2015 the Hon''ble Bombay High Court passed order inter alia stating that MCA may pass appropriate order after giving brief hearing to all the interested parties and if any adverse order is passed by MCA, then the same shall not be notified for a period of two weeks after the order is communicated to the Company. On February 12, 2016, Ministry of Corporate Affairs (MCA) passed a final order of amalgamation (Final Order) of National Spot Exchange Limited (NSEL) with the Company under Section 396 (1) of the Companies Act. The Company has challenged the Final Order before the Hon''ble Bombay High Court on March 28, 2016 by filing an amended writ petition. The notification of the Final Order has been stayed by the Hon''ble Bombay High Court vide its order dated May 2, 2016 up to June 15, 2016.

19. The Union of India, Ministry of Corporate Affairs (MCA), has filed the Company Petition under Sections 397 and 398 read with Sections 388B, 388C, 401, 402, 403, 406 and 408 of the Companies Act, 1956 before the Principal Bench of the Company Law Board at New Delhi (the âCLB"), inter-alia seeking removal and supersession of the Board of Directors of the Company. The Company and other respondents have filed application for dismissal of the Company Petition for want of cause of action in the Company Petition. The Company Petition is pending for final hearing. By an order dated June 30, 2015 the CLB directed the Company "not to sell/alienate or create 3^rd party rights in the assets and investments of the Respondent Company till further orders". FTIL filed an appeal before the Madras High Court challenging the order dated June 30, 2015 passed by the CLB, in Company Petition. The Madras High Court vide its order dated July 10, 2015 directed inter alia: âorder dated June 30, 2015 to continue with respect to creation or alienation of 3rd party rights, with respect to immovable assets of the Company. With respect to the other investments, the interim injunction granted is suspendedâ The Union of India filed a civil appeal before the Hon''ble Supreme Court wherein the order dated July 10, 2015 passed by the Hon''ble Madras High Court was challenged. By its order dated April 18, 2016 the Hon''ble Supreme Court has set aside the order dated July 10, 2015 passed by the Hon''ble Madras High Court and restored the CLB order dated June 30, 2016, whilst allowing the Company to incur the expenses required for its day-to-day functioning, without creating any third party right on its assets.

20. a) During the previous years, Writ Petitions (WP), Public Interest Litigation (PIL), Civil Suits have been filed against the Company in relation to event occurred on NSEL''s trading platform, wherein the Company has been made a party in the Civil Suits and the WP. In the said proceedings certain reliefs have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon''ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Petitioners. The management is of the view that the parties who have filed the WP, PIL and Civil Suits would not be able to sustain any claim against the Company. The matter is pending for hearing before the Hon''ble Bombay High Court. Two of the PIL''s filed against the Company have been withdrawn by the Petitioners.

b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic Offences Wing (EOW) of the Mumbai Police and Central Bureau of Investigation (CBI) in connection with the events occurred on NSEL''s trading platform. After investigation, EOW, Mumbai has presently filed 3 charge-sheets - on January 06, 2014, June 2014 and August 04, 2014. It is pertinent to note that till date, no charge sheet has been filed against the Company. All investigations are presently pending. In the said matter, a miscellaneous application has been filed before the Designated Court under the Maharashtra Protection of interest of Depositors (In Financial Establishments) Act, 1999 (MPID Act) and the matter is sub-judice.

21. The Company has filed a writ petition before the Hon''ble Bombay High Court seeking quashing of the compliant and order dated April 21, 2015 passed by the Ld. Additional Chief Metropolitan Magistrate, 22^nd Court, Andheri u/s 156(3) of the Code of Criminal Procedure, 1973 on the basis of criminal complaint filed by one Mr. Ketan Shah before the Metropolitan Magistrate Court, Andheri on the ground of alleged report being prepared by PwC on MCX at the direction of FMC, which highlighted alleged wrong doings at MCX, based on a limited one-sided information without verifying the authenticity of the data, without following the procedure in accordance with generally accepted auditing standards or attestation standards and without taking any responsibility towards any person who acts in reliance of the contents of the Report.

22. During the year ended March 31, 2014, the Company along with other shareholders had entered into a share purchase agreement for sale of 100% equity shares of National Bulk Handling Corporation Limited (NBHC) to IVF Trustee Company Limited, which sale transaction was completed during the previous year and the resultant profit of Rs. 12,252.34 lacs (net of attributable expense) is grouped under ''Net gain on sale of Current Investments in Exceptional items (Refer Note 28). During the year, the Company has received claim from the buyer for indemnification of third party claims amounting to Rs. 2,298.43 lacs which is in the escrow account. The Company has disputed the claim and asked for further details.

23. The Company has a total MAT credit entitlement of Rs.17,681.31 lacs as at March 31, 2016, during the year the Company has utilized MAT credit of Rs. 1,588.71 lacs for the year ended March 31, 2016. The management of the Company is confident that the Company will be able to utilize unexpired MAT entitlement in future projected years.

24. As per Section 135 of the Companies Act 2013, during the year the Company was required to spend Rs. 460.20 lacs (Previous year Rs. 537.30 lacs) towards a Corporate Social Responsibility (CSR). During the year, an amount Rs. 615.55 lacs were utilized on the activity specified in Schedule VII of the Companies Act, 2013. Balance earmarked funds were transferred to a separate bank account and the same shall be utilized on activities which are specified in Schedule VII of the Companies Act, 2013.

25. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/disclosure.

Mar 31, 2015

1. OPERATING LEASE

(a) The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessee for various premises ranging from 6 months to 60 months and may be renewed for further period based on mutual agreement of the parties. The lease rentals recognised as an expense in the statement of profit and loss during the year are included in Note 27 under the head 'Rent including lease rental'.

(b) The Company has entered into various cancellable and non-cancellable operating lease agreements as a lessor for various premises ranging from 2 months to 60 months and may be renewed for further period based on mutual agreement of the parties. The lease rentals recognised as income in the statement of profit and loss during the year are included in Note 22 under the head 'Rental income from operating leases'.

2. DISCLOSURES REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006:

(a) An amount of Rs. 14.01 lacs (Previous Year Rs. 4.94 lacs) and Rs. NIL (Previous Year Rs. Nil) was due and outstanding to suppliers as at the end of the accounting year on account of Principal and Interest respectively. (Refer Note 9)

(b) No interest paid during the year.

(c) No interest is due and payable at the end of the year.

(d) No amount of interest accrued and unpaid at the end of the accounting year.

The above information regarding Micro and Small Enterprises has been determined to the extent replies to the Company's communication have been received from vendors/suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

3. REVENUE EXPENDITURE INCURRED DURING THE YEAR ON RESEARCH AND DEVELOPMENT

The aggregate amount of revenue expenditure incurred during the year on Research and Development as per allocation made by the management and shown in the respective heads of the account is Rs. 1,071.79 lacs (Previous Year Rs. 948.96 lacs). This has been relied upon by the auditors.

4. RELATED PARTY DISCLOSURE:

I. Names of related parties and nature of relationship:

(i) Entities where control exists (Subsidiaries, including step down subsidiaries)

1 TickerPlant Ltd. (TickerPlant)

2 IBS Forex Ltd. (IBS)

3 atom Technologies Ltd. (atom)

4 Riskraft Consulting Ltd. (Riskraft)

5 National Spot Exchange Ltd. (NSEL)

6 Western Ghats Agro Growers Company Limited (WGAGL) (Subsidiary of NSEL)

7 Farmer Agricultural Integrated Development Alliance Ltd. (FAIDA) (Subsidiary of NSEL)

8 National Bulk Handling Corporation Ltd. (NBHC) (Refer Note 48) (Subsidiary up to April 25, 2014)

9 FT Group Investments Pvt. Ltd. (FTGIPL)

10 Financial Technologies Middle East- DMCC (FTME) (Subsidiary of FTGIPL)

11 Bourse Africa Limited (BAL) [(formerly known as Global Board of Trade Ltd.] (Subsidiary of FTGIPL)

12 Bourse Africa Clear Limited (BACL) (formerly known as GBOT Clear Limited) (Subsidiary of BAL)

13 Knowledge Assets Pvt. Ltd. (KAPL)

14 Financial Technologies Communications Ltd. (FTCL)

15 Global Payment Networks Ltd. (GPNL)

16 FT Knowledge Management Company Ltd. (FTKMCL)

17 Indian Bullion Market Association Ltd. (IBMA) (Subsidiary of NSEL)

18 Trans-Global Credit & Finance Ltd. (TGCFL) (Subsidiary up to August 19, 2014)

19 Capricorn Fin-Tech (Pvt). Ltd. (Subsidiary of FTME)

20 Bourse Africa (Botswana) Limited (BABL) (formerly known as Bourse Africa Ltd.) (Subsidiary of FTGIPL)

21 Boursa India Ltd. (BIL) (Subsidiary up to August 19, 2014)

22 ICX Platform (Pty) Ltd. (ICX)

23 Credit Market Services Ltd. (CMSL)

24 Takshashila Academia of Economic Research Ltd. (TAER) (Subsidiary Up to September 15, 2014)

25 Apian Finance and Investments Ltd. (APIAN)

26 Bahrain Financial Exchange BSC (c) (BFX) (Subsidiary of FTGIPL)

27 BFX Clearing & Depository Corporation BSC(c) (Subsidiary of BFX)

28 Financial Technologies Singapore Pte Ltd. (FTSPL)

29 Singapore Mercantile Exchange PTE Ltd. (SMX) (Subsidiary of FTSPL) (upto February 3, 2014) (Refer Note 50)

30 Singapore Mercantile Exchange Clearing Corporation PTE Ltd. (SMX-CCL) (Subsidiary of SMX) (up to February 3, 2014) (Refer Note 50)

31 FT Projects Ltd. (FTPL)

32 Financial Technologies Projects Pvt. Ltd. (FTPPL) (under liquidation)

33 ICX Africa Ltd. (Subsidiary of BAL) (Liquidated w.e.f. May 19, 2014)

34 Bourse Exchange Nigeria Ltd. (Subsidiary of BAL) (Subsidiary up to January 19, 2015)

35 Bourse Africa (Kenya) Ltd. (Subsidiary of BAL) (Liquidated w.e.f. May 7, 2014)

36 Bourse Uganda Ltd. (Subsidiary of BAL) (Liquidated w.e.f. June 10, 2014)

37 Bourse Zambia Ltd. (Subsidiary of BAL) (Liquidated w.e.f. January 24, 2014)

38 Bourse Tanzania Ltd. (Subsidiary of BAL) (Liquidated w.e.f. May 28, 2014)

39 Bourse South Africa Limited (Subsidiary of BAL) (Under Liquidation)

(ii) Associate Companies:

1 Multi Commodity Exchange of India Ltd. (MCX) (up to December 25, 2013, Refer Note 45)

2 MCX-SX Clearing Corporation Ltd. (MCXSX-CCL) (up to March 18, 2014, Refer Note 46)

3 Indian Energy Exchange Ltd. (IEX) (Refer Note 47) (up to May 13, 2014)

4 SME Exchange of India Ltd. (SME) (under liquidation)

(iii) Jointly Controlled Entity:

Dubai Gold and Commodities Exchange (DGCX)

(iv) Key Management Personnel (KMP)

1 Mr. Jignesh Shah* : Chairman and Managing director (up to November 20, 2014)

2 Mr. Dewang Neralla : Whole time director (up to November 20, 2014)

3 Mr. Manjay Shah* : Whole time director (up to November 20, 2014)

4 Mr. Prashant Desai : Whole time director (w.e.f. November 7, 2014)

Managing director & CEO (w.e.f. November 21, 2014)

5 Mr. Rajendra Mehta : Whole time director (w.e.f. November 21, 2014)

6 Mr. Jigish Sonagra : Whole time director (w.e.f. November 21, 2014)

7 Mr. Devendra Agrawal : Chief Financial Offcer (w.e.f. November 5, 2014)

8 Mr. Hariraj Chouhan : Company secretary (w.e.f. November 5, 2014) * Mr. Jignesh Shah and Mr. Manjay Shah are brothers.

5. SEGMENT REPORTING:

The Company has identified Business segments as its primary segment and Geographical segments as its secondary segment taking into account the nature of services, differing risks and returns, the organizational structure and the internal reporting system of the Company.

Revenues and direct expenses in relation to segments are categorized based on items that are individually identifiable to that segment or those which can be reasonably allocated to the segment. All other expenses which are not attributable or allocable to segments have been disclosed as unallowable expenses.

Notes:

1. Due to diversified nature of business, significant portion of assets are interchangeably used between segments and the Management believes that its segregation will not be meaningful.

2. The reportable segments are described as follows :

a) STP Technologies/solutions segment represents straight through processing solutions and includes an integrated mix of various products, projects and services incidental thereto.

b) The businesses, which are not reportable segments during the year, have been grouped under the "Others" segment. This mainly represents trading activities, process management services, risk consultancy activities, shared business support services and IT infrastructure sharing.

6. STOCK BASED COMPENSATION

a) During the financial year 2011-12, Remuneration and Compensation Committee of the Company had granted 900,000 Stock Options each under the Employee Stock Option Scheme Â 2009 & 2010 totaling to 1,800,000 options at a price of Rs. 770/- to the eligible employees / Directors of the Company in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time and as approved by the Shareholders at the Annual General Meetings of the Company held on September 25, 2009 & September 29, 2010 respectively.

During the financial year 2012-13, Remuneration and Compensation Committee of the Company at their meeting held on March 05, 2013 has considered and approved the grant from reissue of lapsed / cancelled options of 1,86,630 Stock Options under the Employee Stock Option Schemes of which 74,350 options are granted under scheme-2009 and 1,12,280 options under scheme-2010 at a price of Rs. 807.70 to the eligible employees / Directors of the Company in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time.

Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs. 2/- each. The Intrinsic value of each option was nil, since the options were granted at the market price of the equity shares on the date of grant. The options shall vest in three installments of 20%, 30% and 50% at the end of 1st year, 2nd year and 3rd year respectively from the date of the grant and were to be exercised within three months from vesting of options or as may be determined by the Remuneration and Compensation Committee. During the year, Remuneration and Compensation Committee of the Company has approved the modification of exercise period of 3 months from date of vest to three years from the date of vest (hereinafter referred as Modification 1). As approved by the Shareholders at the Annual General Meetings of the Company held on September 23, 2014, the Remuneration and Compensation Committee of the Company at their meeting held on October 01, 2014 has approved the modification of exercise price from Rs. 770.00 to Rs. 167.00 for grant dated March 14, 2012 and from Rs. 807.70 to Rs. 167.00 for grant dated March 05, 2013 (hereinafter referred as Modification 2). The tenure of the Schemes is for maximum period of five years from the date of grant of options.

b) The Company is following the intrinsic value-based method of accounting for stock option and accordingly has recognised Rs. 574.00 as expenses on employee stock option (ESOP) schemes in the Statement of Profit & Loss.

Had the compensation cost of the Company's stock based compensation plans been determined as per fair value approach using Black & Scholes model :

(a) the incremental cost, in addition to the amount based on the grant date fair value of the stock options, for the year due to: (i) Modification 1 would have been Rs. 2,671.73 lacs.

(ii) Modification 2 would have been Rs. 774.54 lacs.

(b) the Company's net proft for the year would have been lower by Rs. 3,168.74 lacs (Previous Year net loss would have been higher by Rs. 303.33 lacs).

7. EMPLOYEE BENEFIT PLANS:

Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised following amounts as contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 24 Employee benefits expenses.

Contribution to PF : Rs. 287.72 lacs (Previous Year Rs. 285.01 lacs)

Contribution to ESIC : Rs. 1.91 lacs (Previous Year Rs. 3.29 lacs)

Post employment defined benefit plans:

Gratuity Plan (Included as part of contribution to provident fund and other funds in Note 24 Employee benefits expense): The Company makes annual contributions to the Employee's Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India ('LIC'), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

The expected rate of return on plan assets is based on expectation of the average long term rate of return expected to prevail over the estimated term of the obligation on the type of the investments assumed to be held by LIC, since the fund is managed by LIC.

The estimate of future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotion, increments and other relevant factors, such as supply and demand in the employment market.

The Company expects to contribute Rs. 334.11 lacs (Previous Year Rs. 330.56 lacs) to the plan assets in the immediate next year.

42 JOINT VENTURE DISCLOSURE:

a Jointly Controlled Entity ('JCE') of the Company :

Name of the Entity : Dubai Gold and Commodities Exchange DMCC ('DGCX')

Country of Incorporation : United Arab Emirates

% Holding : 12.95% (Previous Year up to July 30, 2013 18.58%, w.e.f. July 31, 2013 12.95%)

b The Company's share of interest in the assets, liabilities, income, expenses, contingent liabilities and capital and other commitments with respect to JCE as at and for the year ended March 31, 2015 based on unaudited financial statements of JCE:

8. AMOUNTS REMITTED IN FOREIGN CURRENCY DURING THE YEAR ON ACCOUNT OF DIVIDEND:

The Company has paid dividend, during the year, in respect of shares held by non-resident shareholders including Foreign Institutional Investors and GDR custodian. The total amount remitted as stated below represents amount paid into Indian bank as per mandate/direction given by the non-resident shareholders. Consequently, the exact amount of dividend remitted in foreign currency cannot be ascertained.

9. With effect from January 1, 2014, the Company has revised the estimated useful life of certain fixed assets as stated in Note 2(F). As a result, the depreciation expense and loss before tax for the previous year were both higher by Rs. 556.07 lacs.

10. During the Previous Year, the Company had received an order dated December 17, 2013 passed by the Forward Markets Commission (FMC) holding the Company not a ft and proper person to continue to be a shareholder of 2% or more of the paid up equity capital of Multi-Commodity Exchange of India Ltd. (MCX). Further, FMC has issued revised norms regarding Shareholding, Ownership, Net worth, Fit and Proper Criteria, etc. on May 6, 2014 and has, inter alia, provided that no person shall, directly or indirectly, acquire or hold equity shares of a commodity exchange unless he is ft and proper person and in the event of any person ceasing to be a 'ft and proper person' or being declared so by the Commission, such person shall forthwith divest his shareholding.

The Company has challenged the Order dated December 17, 2013 passed by the Forward Markets Commission (FMC) holding the Company not a ft and proper person to continue to be a shareholder of Multi-Commodity Exchange of India Ltd (MCX) by way of a Writ Petition before the Hon'ble Bombay High Court. On February 28, 2014, prayer for ad-interim relief was rejected by Hon'ble High Court but was pleased to admit the said Writ Petition. On November 17, 2014, the Hon'ble Bombay High Court rejected Notice of Motion fled by the Company due to change in circumstances for seeking stay on the FMC order. The Company fled SLP on November 27, 2014 before Hon'ble Supreme Court against order dated February 28, 2014 and November 17, 2014. On February 6, 2015 the Company withdrew the SLP. The Writ Petition is pending for hearing before the Hon'ble Bombay High Court. Without prejudice to legal rights available within the law, the Company has divested its stake in MCX during the year and consequent profit of Rs. 85,262.70 lacs (Net of attributable expenses of Rs. 2,722.02 lacs) is grouped under 'Net gain on sale of Current Investments in Exceptional items (Refer Note 28). The Company's shareholding in MCX has become 'NIL'.

11. During the Previous Year, SEBI has passed an Order on March 19, 2014 declaring the Company not a 'Fit and Proper' person and directed the Company to divest the equity shares or any instrument that provides for rights over the equity shares held by the Company in MCX-SX, MCX-SX Clearing Corporation Limited (MCX-SX CCL), Delhi Stock Exchange Ltd (DSE), the Vadodara Stock Exchange Limited (VSE) and National Stock Exchange of India Limited (NSEIL). The Company had fled an appeal in the Security Appellate Tribunal (SAT) against the said order which was rejected by SAT. The Company has fled Civil Appeal before Hon'ble Supreme Court challenging the SEBI Order and SAT Order. The Hon'ble Supreme Court admitted the Civil Appeal and Civil Appeal is pending for hearing. Without prejudice to the legal rights and remedies available under the law, the Company entered into Share and Warrant Purchase Agreements (SWPA)/ Warrant Purchase Agreements (WPA) with certain investors for sale of its 100% stake in MCX Stock Exchange Ltd (MCX-SX) and resultant profit of Rs. 1,282.46 lacs (net of attributable expense of Rs. 1,665.66 lacs) is grouped under 'Net gain on sale of Current Investments in Exceptional items (Refer Note 28). The Company's shareholding in MCX-SX has become 'NIL'. In meanwhile, the Company has fled an appeal before the SAT against the Securities and Exchange Board of India (SEBI) order for rejecting Company's request for extension for divestment in recognized stock exchanges. The said appeal is pending before SAT for hearing. The investment in the aforesaid entities are continued to be classified as current investment at the lower of cost and fair value. MCX-SX CCL is not considered as an associate company from the date of order i.e. March 19, 2014. According to the Management's view, on the basis of the information available including latest financial statements/ results and/or latest transactions carried out, the fair value of above investments exceeds the cost of the investments. In case of investments where the book value is less than the investment amount, the Company has made appropriate provision for the same.

12. As per the Regulatory requirement under Central Electricity Regulatory Commission (Power Market) (CERC) Regulations 2010, the Company had to reduce its holding in an associate company viz. Indian Energy Exchange Limited (IEX) to 25%. Accordingly, during the Previous Year, the Company had divested part of its investments aggregating 1,364,787 equity shares of Rs. 10 each in IEX. The resulting profit of Rs. 6,989.14 lacs (net of directly attributable expenses of Rs. 164.05 lacs) is regrouped under 'Net gain on sale of Current Investments' in Exceptional items (Refer Note 28).

Subsequently, during the year , the Company received communication from IEX vide its letter dated May 19, 2014 informing that CERC vide their order dated May 13, 2014 stated that the Company cannot be considered as ft and proper person to hold the shares in power exchanges in view of FMC Order & SEBI Order and inter alia directed IEX a) to ensure that the Company divests its entire shareholding from IEX by September 30, 2014, b) pending divestment of shares, the voting rights of the Company shall stand extinguished and any corporate benefit in lieu of such shareholding shall be kept in abeyance or withheld by the exchange and c) IEX shall ensure that no nominee of the Company is represented in the Board of IEX. The above directions of CERC were binding with immediate effect. The Company had challenged the said CERC Order before Appellate Tribunal for Electricity. The Appellate Tribunal has dismissed the appeal fled by the Company on February 4, 2015. On April 17, 2015 the Ld. Central Commission passed an order in Suo-Motu Petition No. SM/341/2013 inter alia directing the Company to complete divestment of its shareholding in IEX by May 9, 2015. The Company fled Civil Appeal before Hon'ble Supreme Court challenging the CERC Order, Appellate Tribunal Order and Order dated April 17, 2015 which is pending for hearing. On May 8, 2015, the Hon'ble Supreme Court has issued notice in both the matters. Further, on May 19, 2015, Appellate Tribunal has granted time till June 18, 2015 for completing the divestment in IEX based on the application filled by the Company. IEX is not considered as an associate company from the date of order i.e. May 13, 2014.

Without prejudice to the legal rights and remedies available under the law, during financial year, the Company has entered into Share Purchase Agreement (SPA) with certain Investors for sale of entire 25.64% equity stake on a fully diluted basis in Indian Energy Exchange Ltd (IEX). The said transaction is subject to fulfillment of certain condition precedents. Post completion of the above said transaction, the Company's shareholding in IEX will become 'NIL".

13. During the Previous Year, the Company along with other shareholders entered into a share purchase agreement for sale of 100% equity shares of National Bulk Handling Corporation Limited (NBHC) to IVF Trustee Company Limited, which sale transaction was completed during the year and the resultant profit of Rs. 12,252.34 lacs (net of attributable expense of Rs. 2,491.80 lacs) is grouped under 'Net gain on sale of Current Investments in Exceptional items (Refer Note 28).

14 The Company received letter from Financial Services Commission (FSC) in May, 2014 informing that FSC does not consider the Company as ft & proper, pursuant to Section 23(3) of the Financial Services Act, 2007 of Mauritius and directed the Company to dispose of its shareholding in Bourse Africa Limited, Mauritius ("BAL"). During the year, the Board of FT Group Investments Pvt, Ltd. Mauritius., ("FTGIPL"), a wholly owned subsidiary of the Company has entered into Share Purchase Agreement (SPA) for sale of 100% of its stake in Bourse Africa Limited, Mauritius (together with its wholly owned subsidiary Bourse Africa Clear Ltd.) to Continental Africa Holdings Limited (CAHL), Mauritius subject to certain conditions precedents including regulatory approvals. The shareholders of FTIL with 99.975% majority approved the said transaction on February 20, 2015.

15 During the previous year, Financial Technologies Singapore Pte. Ltd (FTSPL), a wholly-owned subsidiary of the Company, sold 100% of FTSPL's equity ownership in its wholly owned subsidiaries, Singapore Mercantile Exchange Pte. Ltd. (SMX) and Singapore Mercantile Exchange Clearing Corporation Pte. Ltd. (SMXCC) to ICE Singapore Holdings Pte. Ltd, an entity owned by Intercontinental Exchange Group, Inc. (ICE).

16 As at March 31, 2015, the Company's investment in certain subsidiaries and a jointly controlled entity aggregating Rs. 84,069.44 lacs (Previous Year Rs. 12,590.95 lacs) and loans and advances / recoverables from these entities aggregating Rs.3,321.18 lacs (Previous Year Rs. 90,758.89 lacs) (excluding NSEL and its subsidiaries) which presently have accumulated losses, [share of aggregate losses till March 31, 2015 Rs. 106,979.33 lacs (Previous year Rs. 112,881.99 lacs)].

During the year, FTGIPL a wholly owned subsidiary of the Company has carried out capital reduction of USD 35.0 million out of its accumulated losses and reduced its stated capital. Consequently the Company's investment in the subsidiary is reduced by Rs. 20,999.05 lacs which is shown in Exceptional items (Refer Note 28). On a conservative basis the Company has made an additional provision of Rs. 65,726.76 lacs (Previous Year Rs. 6,944.45 lacs) towards provision for other than temporary diminution in the value of long term investments including provision (write down) in value of investments of Rs. Nil (Previous Year Rs. 15.00 lacs) in respect of investments reclassified during the previous year from long-term (non-current) to current investments, and Rs. 159.57 lacs (Previous Year Rs. 15,150.00 lacs) towards doubtful loans and advances. Accordingly, total provision of Rs. 74,393.47 lacs (Previous Year Rs. 8,681.71 lacs) for other than temporary diminution in the value of long term investments excluding NSEL and provision of Rs. 178.57 lacs (Previous Year Rs. 15,150.00 lacs) for doubtful loans and advances excluding NSEL as at the year ended on March 31, 2015 is considered to be adequate for these investments and loans and advances / receivables.

17 In view of the developments in respect of its subsidiary NSEL, during the Previous year, on conservative basis, then the Company had made a provision towards diminution other than temporary in value of long term investments of Rs. 4,499.99 lacs for its investment in NSEL. In order to meet the working capital requirements of NSEL, the Company has subscribed to the right issue made by NSEL to the extent of Rs. 1,500.00 lacs. On conservative basis, the Company has made a provision towards diminution other than temporary in value of long term investments of the same (Refer Note No. 28).

18. During the previous year, to protect the interest of the large number of small clients of the trading members of the NSEL who had to receive money from its defaulting members, NSEL had requested the Company to give a bridge loan, which request was accepted by the Company's Board of Directors as a goodwill gesture without admitting any liability on behalf of NSEL and a onetime bridge loan amounting to Rs. 17,939.81 lacs was given which NSEL will have to repay to the Company from the receipt of the amounts from defaulting members after paying to all the investors. The ongoing recovery process by NSEL from its defaulting members seems long drawn process as major amounts are in litigation. In view of the current status of recovery in NSEL, possibility of recovery of the said loan amount from NSEL seems very remote and difficult. Hence the Company has written off the said bridge loan of Rs. 17,939.81 lacs, without prejudice to its right to recover the loan and interest amount from NSEL in future, for which the provision was made during the Previous Year (Refer Note No. 28).

Further during the previous year, the Company had provided corporate guarantee of Rs. 22,500.00 lacs on behalf of NSEL for availing banking facility in relation to procurement of cotton on behalf of National Agricultural Cooperative Marketing Federation of India Ltd. (NAFED). In view of the developments at NSEL, the bank recalled the credit facility granted to NSEL and invoked the guarantee to the extent of outstanding balance of Rs. 3,143.25 lacs including interest thereon and debited the said amount from the Company's bank account and, accordingly, the Company has debited the same to NSEL's account as loan. Recovery of the said loan amount is dependent on the recovery by NSEL from NAFED. On conservative basis the Company had made provision of the said amount during the previous year.

Further, during the year, an additional loan of Rs. 1,098.76 lacs (Previous Year Rs. 350.00 Lacs) has been provided to NSEL for its working capital. On conservative basis, the Company has made provision of additional loan given Rs. 1,098.76 lacs (Previous Year Rs. 350.00 lacs).

19. During the year the Company has raised invoices / debit notes for income from rent, interest and reimbursement of expenses. In view of the developments at NSEL, the Company is unable to assess the ultimate collection with reasonable certainty, and on a prudent basis, the Company, to the extent of uncertainty involved, during the year the Company derecognised interest income of Rs. 1,761.29 lacs (Previous Year Rs. 1,003.22 lacs) and rent income Rs. 24.00 lacs (Previous Year Rs. 164.63 lacs). The additional amount receivable from NSEL towards taxes as applicable and reimbursement of expenses is Rs. 22.26 lacs (Previous Year Rs. 131.68 lacs) for which, on conservative basis, the Company has made further provision of Rs. 22.26 lacs (Previous Year Rs. 131.68 lacs) during the year ended March 31, 2015

20. The Company has received Draft Order of amalgamation of National Spot Exchange Limited (NSEL) with the Company under Section 396 (1) of the Companies Act, 1956 from Ministry of Corporate Affairs (MCA) on October 21, 2014. The Company has fled a Writ Petition before the Hon'ble Bombay High Court, interalia challenging the draft Order issued by the Ministry of Corporate Affairs, dated October 21, 2014, for proposed forced amalgamation of National Spot Exchange Limited with the Company. The Hon'ble High Court, Bombay, granted status quo in the said matter till February 4, 2015. On February 4, 2015, the Hon'ble High Court passed order inter alia stating that:

a) the Company and other parties mentioned in the Order may fle their objections within 30 days and within 4 weeks thereafter Central Govt. may pass appropriate order after giving brief hearing to all the interested parties.

b) it is further clarified that if any adverse order is passed by the Central Govt, then same shall not be notified for a period of two weeks after the order is communicated to the Company

c) the Central Govt may give brief hearing to the parties mentioned in Section 396 of the Companies Act 1956.

d) in view of the above, the order of the status quo passed by the Hon'ble High Court on November 27, 2014 is vacated.

e) notice of Motion by the Union of India and others is accordingly disposed off

f) liberty is given to the parties to apply for a fxed date of hearing.

As per the above Order, the Company fled its objection with MCA. In meanwhile, MCA has fled Chamber Summons in March 2015 seeking extension of time granted to the Central Government for considering 19,000 suggestions and objections received and to pass order thereto and to complete the procedure as contemplated u/s 396 of the Companies Act, 1956 till July 31, 2015. The Hon'ble Bombay High Court has allowed said Chamber Summons fled by MCA.

21. The Union of India, Ministry of Corporate Affairs ("MCA"), has fled the Company Petition under Sections 397 and 398 read with Sections 388B, 388C, 401, 402, 403, 406 and 408 of the Companies Act, 1956 (the "Act") before the Principal Bench of the Company Law Board at New Delhi (the "CLB"). The Petition has been fled inter alia seeking removal and supersession of the Board of Directors of FTIL. The Company appeared before CLB protesting the action initiated by MCA. The matter is pending before CLB for consideration. No notice has yet been issued in the matter.

22. a) During the Previous Year, Writ Petitions (WP), Public Interest Litigation (PIL), Civil Suits have been fled against the Company in relation to NSEL event, wherein the Company has been made a party in the Civil Suits and the W P. In the said proceedings certain reliefs have been claimed against the Company, inter alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon'ble Bombay High Court for adjudication. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Petitioners. Based on legal advice, the management is of the view that the parties who have fled the W P, PIL and Civil Suits would not be able to sustain any claim against the Company. The matter is pending for hearing before the Hon'ble Bombay High Court.

b) First Information Report (FIR) has been registered against various parties, including the Company, with the Economic Offences Wing of the Mumbai Police (EOW) and Central Bureau of Investigation (CBI) in connection with the NSEL event. After investigation, EOW has fled charge-sheet on January 06, 2014, June 04, 2014 and August 04, 2014. It is pertinent to note that the Company has not been named in the said charge-sheets. EOW investigation is in progress.

23. During the year, the Company received letter from the Registrar of Companies, Chennai (ROC), Ministry of Corporate Affairs ("MCA") regarding a notice for inspection under section 209A of the Companies Act, 1956 ("Companies Act") and technical scrutiny of the Company's balance sheet FY12-13 and explanation sought under section 234(1) of Companies Act. The inspection conducted by Dy. ROC and Company submitted requested information to MCA. After inspection, RoC issued show cause notices to the Company stating that the Company contravened certain compliance stipulated under the Indian Companies Act, 1956. The Company has replied to the said show cause notices from RoC.

59 An FIR has been registered with the M.I.D.C Police station, District: Mumbai against the Company and others on the basis of complaint fled by one Mr. Ketan Shah on the basis of a report dated April 21, 2014 of PricewaterhouseCoopers Private Limited (PwC), uploaded by Multi Commodity Exchange of India Ltd (MCX) on the website of BSE Ltd on May 26, 2014, purported to be a "Special Audit Report" on MCX at the direction of Forward Market Commission. The matter is under investigation by the police.

The Company believes that the said FIR is misguided and misconceived based on information in PwC Report as the report is not an audit report since PwC being Private Ltd Company is not an audit firm but provides advisory services. The alleged report was prepared by PwC based on a limited one-sided information without verifying the authenticity of the data, without following the procedure in accordance with generally accepted auditing standards or attestation standards and without taking any responsibility towards any person who acts in reliance of the contents of the Report. The Company is exploring appropriate legal options regarding the said FIR.

24. On February 28, 2015, the Chief Investigating Officer of the SIT, Economic Offences Wing, CB, CID, Mumbai ("EOW") issued a letter directing FTIL, inter alia, and "not to dispose of, alienate, encumber, part with possession of, or create any third party right, title, and/or interest in, to, upon or in respect of any of assets of FTIL, its subsidiaries, and its step down subsidiaries except for the payment of statutory dues, amounts for the preservation, maintenance and protection of their assets and wages and salaries under intimation to the Investigating agency and in the case of immovable properties, without the orders of the trial Court". The Company is seeking legal advice on the aforesaid letter from EOW.

25. The Company has a total MAT credit entitlement of Rs. 19,270.02 lacs as at March 31, 2015 including recognition of Rs. 10,081.20 lacs during the year ended March 31, 2015. The management of the Company is confident that the Company will be able to utilize unexpired MAT entitlement in future projected years.

26. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the Company. The earmarked funds were transferred to a separate bank account and the same shall be utilized on activities which are specified in Schedule VII of the Companies Act, 2013.

27. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.

Mar 31, 2014

GENERAL INFORMATION

The Financial Technologies group is among the global leaders in offering technology IP (Intellectual Property) and domain expertise to create and trade on next-generation financial markets, that are transparent, efficient and liquid, across all asset classes including equities, commodities, currencies and bonds among others. The group is pioneer in end to end Straight Through Processing (STP) solution that support high density transactions. It has developed proprietary technology platform benchmarked against global standard which give it a decisive edge in driving mass disruptive innovation at the speed and cost of execution unmatched in the financial market industry.

1. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED

(Rs. lacs) Current Previous Year Year 1 Contingent liabilities: (a) Claims against the Company not acknowledged as debt (i) Income tax demands against which the Company is in appeal [including adjustable 6,860.06 5,352.61 against Securities Premium account Rs. 4,971.06 lacs (Previous Year Rs. 3,869.18 lacs)]. 6,860.06 5,352.61

(ii) MVAT, Service tax and Excise dues contested by the Company. 481.94 551.56

(iii) Refer Note 55 for pending writ petitions, public interest litigations, civil suits and First Information Report.

(b) Guarantees

(i) Guarantees given to third parties by the Company on behalf of its subsidiary companies. 225.45 70,021.16

(ii) Letters of comfort issued to banks in respect of credit facilities availed by subsidiary companies 200.00 400.00 Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums /authorities.

2. Capital and other commitments

(i) Estimated amount of contracts to be executed on capital account and not provided for. 4.67 1,152.77

(ii) for commitments relating to lease (Refer Note 29) and for commitments relating to derivatives (Refer Note 32)

(iii) The Company has provided letters commiting continuing financial support to its subsidiaries viz. Bourse Africa Limited, Bourse Africa Clear Limited, Bahrain Financial Exchange BSC, FT Group Investment Pvt. Ltd, Knowledge Assets Private Limited and Bourse Africa (Botswana) Limited to meet their day to day obligations / loan obligations / commitments, to the extent these entities may be unableto meet their obligations.

2. DISCLOSURES REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006:

(a) An amount of Rs. 4.94 lacs (Previous Year Rs. 13.47 lacs) and Rs. NIL (Previous Year Rs. Nil) was due and outstanding to suppliers as at the end of the accounting year on account of Principal and Interest respectively. (Refer Note 9)

(b) No interest paid during the year.

(c) No interest is due and payable at the end of the year.

(d) No amount of interest accrued and unpaid at the end of the accounting year.

The above information regarding Micro and Small Enterprises has been determined to the extent replies to the Company''s communication have been received from vendors/suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

3. With effect from 1st January, 2014, the Company has revised the estimated useful life of certain fixed assets as stated in Note 2(F). As a result, the depreciation expense and loss before tax for the year, are both higher by Rs. 556.07 lacs.

4. During the year, the Company has received an order dated 17th December, 2013 passed by the Forward Markets Commission (FMC) holding the Company not a fit and proper person to continue to be a shareholder of 2% or more of the paid up equity capital of Multi-Commodity Exchange of India Ltd. (MCX). The Company holds 26% in MCX. The FMC Order has been challenged by way of a Writ Petition before the Hon''ble Bombay High Court. On 28th February, 2014, Hon''ble High Court was pleased to admit the said Writ Petition and kept for hearing expeditiously. FMC Order has not attained finality.

Without prejudice to legal rights available within the law, the Company has initiated process of divestment of shares of MCX. The Company is endeavor to complete the same as quickly as possible subject to approval of regulatory authority.

Further, FMC has issued revised norms regarding Shareholding, Ownership, Net worth, Fit and Proper Criteria, etc. on 6th May, 2014 and has, inter alia, provided that no person shall, directly or indirectly, acquire or hold equity shares of a commodity exchange unless he is fit and proper person and in the event of any person ceasing to be a ''fit and proper person'' or being declared so by the Commission, such person shall forthwith divest his shareholding. Further, pending divestment of shares, the voting rights of such person shall stand extinguished and any corporate benefit in lieu of such holding shall be kept in abeyance/withheld by Exchange. Accordingly, MCX proposed by way of postal ballot, to alter the Articles of Association to include the new articles 26A, 26B, & 26C on FMC Guidelines/Directions/Norms etc. to be binding on MCX, Restrictions on shareholding and Divestment of shareholding respectively by way of special resolution.

In view of the aforesaid process of divestment and with effect from 26th December, 2013 the Company neither having significant influence over MCX nor any Board representative in MCX, the entire investment of the Company in MCX has been reclassified as current investment in other company from long term (non-current) investment in an associate company. The above said action by MCX is without prejudice to the Company''s legal rights and remedies available under the law.

5. The Company holds 27,165,000 Equity Shares of Rs. 1/- each and 562,460,000 Warrants of Rs. 1/- each in MCX Stock Exchange Limited (MCX-SX).

During the year, the Company has received show cause notice from the SEBI dated 20th December, 2013 solely based on FMC Order under Securities Contracts (Regulation) Act, 1956, SEBI Act, 1992 and Securities Contracts (Regulation) (Stock Exchange and Clearing Corporations) Regulations, 2012, advising the Company to show cause as to why directions should not be issued for divestment of shares and transferable warrants held by the Company and any company/entity controlled by the Company, either directly or indirectly, in MCX-SX, MCX-SX Clearing Corporation Limited (MCX-SX CCL), Delhi Stock Exchange Ltd (DSE), the Vadodara Stock Exchange Limited (VSE) and National Stock Exchange of India Limited (NSEIL). The Company vide its letter dated 21st December, 2013 replied to SEBI stating that FMC Order is subject matter of challenge before the Hon''ble Bombay High Court; therefore, the Company requested SEBI not to take any precipitate action until the writ petition filed by the Company is dealt with by the Hon''ble High Court. SEBI has passed an Order on 19th March, 2014 declaring the Company not a ''Fit and Proper'' person and directed the Company to divest the equity shares or any instrument that provides for rights over the equity shares held by the Company in MCX-SX, MCX-SX CCL, DSE, VSE and NSEIL within 90 days from the date of order. The Company has filed an appeal in the Security Appellate Tribunal against the said order. Pending proceedings, investment in the aforesaid entities are reclassified as current investment at the lower of cost and fair value from long term investments. MCX-SX CCL is not considered as an associate company from the date of order i.e. 19th March, 2014. According to the Management''s view, on the basis of the information available including latest financial statements/ results and/or latest transactions carried out, the fair value of above investments exceeds the cost of the investments. In case of investment in one company where the book value is less than the investment amount, the Company has made appropriate provision for the same.

6. As per the Regulatory requirement under Central Electricity Regulatory Commission (Power Market) (CERC) Regulations 2010, the Company had to reduce its holding in an associate company viz. Indian Energy Exchange Limited (IEX) to 25%, accordingly, the Company has divested part of its investments aggregating 1,364,787 equity shares of Rs. 10 each in IEX at a price of Rs. 534.12 per equity share. The resulting profit of Rs. 6,989.14 lacs (net of directly attributable expenses of Rs. 164.05 lacs) is grouped under ''Net gain on sale of Investments'' in Other Income (Refer Note 22).

The Company received communication from IEX vide its letter dated 19th May, 2014 informing that CERC vide their order dated 13th May, 2014 stated that the Company cannot be considered as fit and proper person to hold the shares in power exchanges and inter alia directed IEX a) to ensure that the Company divests its entire shareholding from IEX by 30th September, 2014, b) pending divestment of shares, the voting rights of the Company shall stand extinguished and any corporate benefit in lieu of such shareholding shall be kept in abeyance or withheld by the exchange and c) IEX shall ensure that no nominee of the Company is represented in the Board of IEX. The above directions of CERC are binding with immediate effect. The Company is contemplating challenging the order in line with FMC & SEBI Order. In view of the above, the investments in IEX have been reclassified as current investments from long term (non-current) investments.

7. The Company received letter from Financial Services Commission (FSC) in May, 2014 informing that FSC does not consider the Company as fit & proper, pursuant to Section 23(3) of the Financial Services Act, 2007 of Mauritius and directed the Company to dispose of its shareholding in Bourse Africa Limited, Mauritius on or before 31st August, 2014.

8. During the year, Financial Technologies Singapore Pte. Ltd (FTSPL), a wholly-owned subsidiary of the Company, sold 100% of FTSPL''s equity ownership in its wholly owned subsidiaries, Singapore Mercantile Exchange Pte. Ltd. (SMX) and Singapore Mercantile Exchange Clearing Corporation Pte. Ltd. (SMXCC), which had accumulated losses of USD 77.40 million as on 31st January, 2014 (Rs. 48,357.04 lacs), to ICE Singapore Holdings Pte. Ltd, an entity owned by Intercontinental Exchange Group, Inc. (ICE) for an amount of USD 150 million.

9. During the year, the Company along with other shareholders entered into a share purchase agreement for sale of 100% equity shares of National Bulk Handling Corporation Limited (NBHC) to IVF Trustee Company Limited, for consideration of Rs. 24,174.00 lacs, subject to certain conditions. The sale transaction was completed in April, 2014. Accordingly, the investments in NBHC have been reclassified as current investments from long-term (non-current) investments.

10. As at 31st March, 2014, the Company''s investment in certain subsidiaries and a jointly controlled entity aggregating Rs. 12,590.95 lacs (Previous Year Rs. 12,215.95 lacs) and loans and advances / recoverables from these entities aggregating Rs. 90,758.89 lacs (Previous Year Rs. 38,732.65 lacs) (excluding NSEL and its subsidiaries, and FTSPL and its subsidiaries) which presently have accumulated losses, [share of aggregate losses till 31st March, 2014 Rs. 112,881.99 lacs (Previous year Rs. 59,610.67 lacs)].

In view of the NSEL event, FMC declared the Company not a fit and proper person to hold shares in MCX, consequently, various other regulatory authorities also given direction to dispose of the Company''s stake in the respective exchanges. Further the license of the exchange venture situated in Botswana, which had not yet commenced its operation, got cancelled. Considering these events and current scenario (though Company ideally would like to retain the investment to fetch its right price and not to sell in distress), the Company on a conservative basis has made an additional provision of Rs. 6,944.45 lacs (Previous Year Nil) towards provision for other than temporary diminution in the value of investments including provision (write down) in value of investments of Rs. 15.00 lacs (Previous Year Nil) in respect of investments reclassified during the year from long-term (non-current) to current investments, and Rs. 15,150.00 lacs (Previous Year Nil) towards doubtful loans and advances. Accordingly, total provision of Rs. 8,681.71 lacs (Previous Year Rs. 1,737.26 lacs) for other than temporary diminution in the value of investments and provision of Rs. 15,150.00 lacs (Previous Year Nil) for doubtful loans and advances as at the year ended on 31st March, 2014 is considered to be adequate for these investments and loans and advances / receivables.

11. In view of the developments in respect of its subsidiary NSEL, during the year ended 31st March, 2014, on conservative basis, the Company has made a provision towards diminution other than temporary in value of long term investments of Rs. 4,499.99 lacs for its investment in NSEL.

12. During the previous year ended 31st March, 2013, the Company had earned Income of Rs. 3,452.00 lacs from NSEL, which constituted 5.25% of the standalone total income of the Company. This included aggregate amount of Rs. 2,927.60 lacs being variable component.

The above variable component comprises:

(a) revenue of Rs. 2,841.46 lacs towards software maintenance and support services derived on the basis of the underlying revenue recognized by NSEL on account of "transaction fees, delivery charges, warehouse receipt transfer charges for trading, settlement and delivery activities" for the year ended 31st March, 2013, pursuant to agreements/contracts; and

(b) revenue of Rs. 86.14 lacs towards business support services derived on the basis of the underlying gross profits earned on the merchandising activities by NSEL for the year ended 31st March, 2013.

As on 31st March, 2013, total amount receivable from NSEL was Rs. 2,489.27 lacs, which has been realised subsequently during the current financial year and as on date, there is no amount outstanding against the same.

The above income was recognized as per the contractual terms on accrual basis and there was no uncertainty with respect to realisability of the aforesaid amount as on 31st March, 2013 or on the date on which the Financial Statements were approved by the Board and, hence, the same was accounted as income.

As of date, there have been no claims by NSEL nor has any dispute been raised in connection with the amounts paid to the Company for the Services provided by the Company during the financial year 2012-13. In view of the above, no provision was considered necessary by the Company as on 31st March, 2013 and as on 31st March, 2014 for the above said Income from NSEL.

13. During the year, the Company had raised invoices aggregating Rs. 1,542.53 lacs for various services including software maintenance and support services for the Company''s flagship products, DOME, CnS, ODIN charges ("Services"), business support services and rent income, out of which Rs. 1,176.76 lacs is the variable fees derived from certain components (transaction fees, delivery charges, warehouse receipt transfer charges for trading, settlement and delivery activities) of revenue / gross profits of NSEL.

Further, during the year, the Company had accounted interest income of Rs. 1,114.69 lacs.

In view of the developments at NSEL, the Company is unable to assess the ultimate collection with reasonable certainty, and on a prudent basis, the Company, to the extent of uncertainty involved, derecognised the revenue on above said services of Rs. 1,542.53 lacs and interest income of Rs. 1,003.22 lacs (net of tax deducted at source).

The amount receivable from NSEL towards reimbursement of expenses of Rs. 109.97 lacs and taxes on above said services of Rs. 21.71 lacs as on 31st March, 2014, aggregating Rs. 131.68 lacs for which, on conservative basis, the Company has made full provision of Rs. 131.68 lacs during the year ended 31st March, 2014. Similarly, the Company has derecognised rent income of Rs. 23.03 lacs receivable from subsidiary of NSEL and made provision of Rs. 3.79 lacs for doubtful loans and advances receivable from the said subsidiary of NSEL.

14. During the year, the Company had provided additional corporate guarantee of Rs. 22,500.00 lacs in May, 2013 on behalf of NSEL for availing banking facility in relation to procurement of cotton on behalf of National Agricultural Cooperative Marketing Federation of India Ltd. (NAFED). In view of the developments at NSEL, the bank recalled the credit facility granted to NSEL and invoked the guarantee on 19th September, 2013 to the extent of outstanding balance of Rs. 3,143.25 lacs including interest thereon and debited the said amount from the Company''s bank account and, accordingly, the Company has debited the same to NSEL''s account as loan.

Further, during the year, to protect the interest of the large number of small investors who have to receive money from its defaulting members, NSEL had requested the Company to give a bridge loan, which request was accepted by the Company''s Board of Directors as a goodwill gesture without admitting any liability on behalf of NSEL and a onetime bridge loan amounting to Rs. 17,939.81 lacs was given which NSEL will have to repay to the Company from the receipt of the amounts from defaulting members after paying to all the investors.

Further, during the year, an additional loan of Rs. 350.00 Lacs was also been provided to NSEL for its working capital.

Recovery of the aforesaid loans of Rs. 21,433.06 lacs as on 31st March, 2014 is dependent on the recovery by NSEL from its defaulting members and NAFED. On conservative basis, the Company has made full provision for loans and advances of Rs. 21,433.06 lacs during the year ended on 31st March, 2014.

15. a) During the year, Writ Petitions (WP), Public Interest Litigation (PIL), Civil Suits have been filed against the Company in relation to NSEL event, wherein the Company has been made a party in the Civil Suits and the WP In the said proceedings certain reliefs have been claimed against the Company, inter alia, on the ground that the Company is the holding company of NSEL. These matters are pending before the Hon''ble Bombay High Court for adjudication. The next hearing is on 12th June, 2014 and for WP hearing is on 27th June, 2014. The Company has denied all the claims and contentions in its reply. There is no privity of contract between the Company and the Petitioners. Based on legal advice, the management is of the view that the parties who have filed the WP PIL and Civil Suits would not be able to sustain any claim against the Company.

b) First Information Report (FIR) has been registered against various parties, including the Company, with the Economic Offences Wing of the Mumbai Police (EOW) in connection with the NSEL event. After investigation, EOW has filed charge-sheet on 06th January, 2014, and it is pertinent to note that the Company has not been named in the said charge-sheet.

16. During the year, the Company received letter from the Registrar of Companies, Chennai (ROC), Ministry of Corporate Affairs ("MCA") regarding a notice for inspection under section 209A of the Companies Act, 1956 ("Companies Act") and technical scrutiny of the Company''s balance sheet FY12-13 and explanation sought under section 234(1) of Companies Act. The inspection conducted by Dy. ROC and Company submitted requested information to MCA. After inspection, RoC issued show cause notices to the Company stating that the Company contravened certain compliance stipulated under the Indian Companies Act, 1956. The Company has replied to the said show cause notices from RoC.

17. A preliminary enquiry has been registered in Central Bureau of Investigation (CBI), Economic Offences Wing, Mumbai in respect of the allegations relating to granting of permission for MCX-SX and providing renewal of recognition as stock exchange resulting in pecuniary gain to MCX-SX. The Company has provided all the necessary information.

18. The Company has received letter from Directorate of Enforcement under Foreign Exchange Management Act, 1999 requesting the Company to furnish certain information in connection with certain investigations and the same is furnished.

19. MCX on 29th April, 2014 uploaded on BSE website Executive Summary with the modification on selective basis (''Executive Summary'') of Special Audit Report carried out by PricewaterhouseCoopers Private Limited (PwC) with a disclaimer. The Company replied to Executive Summary in detail on 5th May, 2014 and the same was uploaded on BSE website. Subsequently, on 26th May, 2014, MCX disseminated on BSE website Special Audit Report without annexures, exhibits of the said report with a disclaimer that document is yet to be independently verified by MCX, MCX neither agrees nor disagrees with the contents thereof and does not have any opinion on the same, it further recommends that no person should consider and/or rely on the contents of the document at this stage for undertaking any trade (buy or sell) in the securities of MCX, it further states that it does not in any manner warrant, certify or endorse the correctness, accuracy, adequacy or completeness of the contents of the document (report) and it should not for any reason be deemed or construed to mean that the observations (of the report) have been verified / confirmed by MCX. The Company reiterated that views of the Company were not taken into account before finalising the report despite several written requests to MCX.

It may also be noted that the Special Audit Report contains several disclaimers including a statement that the procedures performed under the Special Audit did not constitute an audit or examination or a review in accordance with generally accepted auditing standards or attestation standards.

20. Previous year''s figures have been regrouped/reclassified whenever necessary to correspond with the current year''s classification/disclosure.

Mar 31, 2013

1. GENERAL INFORMATION

The Financial Technologies group is among the global leaders in offering technology IP (Intellectual Property) and domain expertise to create and trade on next-generation financial markets, that are transparent, efficient and liquid, across all asset classes including equities, commodities, currencies and bonds among others. The group is pioneer in end to end Straight Through Processing (STP) solution that support high density transactions. It has developed proprietary technology platform benchmarked against global standard which give it a decisive edge in driving mass disruptive innovation at the speed and cost of execution unmatched in the financial market industry.

The Financial Technologies group operates one of the world''s largest network of 9 exchanges connecting fast-growing economies of Africa, Middle East, India and South East Asia. The group also has five ecosystem ventures to address upstream and downstream opportunities around exchanges, including clearing, depository, information vending, and payment gateway among others.

2. DISCLOSURES UNDER THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006:

(a) An amount of Rs. 13.47 lacs (As at March 31, 2012 Rs. 3.53 lacs) and Rs. NIL (Previous Year Rs. Nil) was due and outstanding to suppliers as end of the accounting year on account of Principal and Interest respectively. (Refer Note 9)

(b) No interest was paid during the year.

(c) No interest is payable at the end of the year under Micro, Small and Medium Enterprises Development Act, 2006.

(d) No amount of interest was accrued and unpaid at the end of the accounting year.

The above information regarding Micro and Small Enterprises has been determined to the extent replies to the Company''s communication have been received from vendors/suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

3. SEGMENT REPORTING

The Company has presented segmental information in its consolidated financial statements, which are presented in the same annual report. Accordingly, in terms of the provisions of Accounting Standard (AS 17) "Segment Reporting", no disclosures related to segments are presented in its stand-alone financial statements.

4. REVENUE EXPENDITURE INCURRED DURING THE YEAR ON RESEARCH AND DEVELOPMENT

The aggregate amount of revenue expenditure incurred during the year on Research and Development and shown in the respective heads of the account is Rs. 1,310.10 lacs (Previous Year Rs. 1,289.82 lacs).

5. As at March 31, 2013, the Company''s investments in certain subsidiaries and a joint venture company aggregating Rs. 49,090.30 lacs (Previous Year Rs. 48,045.31 lacs) and debts and other recoverable aggregating Rs. 49,003.84 lacs (Previous Year Rs. 26,403.73 lacs), which presently have accumulated losses, [share of aggregate losses till March 31, 2013 Rs. 87,082.53 lacs (Previous year Rs. 46,207.56 lacs)] but are expected to be recovered, and have their values unlocked in the near future, since these companies are already at various stages of executing their business plans and operations, with expected profitability. Accordingly, a provision for other than temporary diminution in the value of investments of Rs. 1,737.26 lacs (Previous Year Rs. 1,737.26 lacs) as at the year end March 31, 2013 is considered to be adequate. During the previous year an amount of Rs. 7,163.00 lacs was adjusted against the loss on sale/reduction/redemption in shares in subsidiary companies (net) (Refer Note 27).

6. The Company, as a part of its core business strategy, promotes and invests in new ventures that utilise its technological capabilities and domain expertise towards creating world class enterprises. The investment in each such venture is assessed for its risks and is limited to a pre-determined level and will generate returns after the ventures start ramping-up operations in varied time frame depending upon the line of business. The Company, as part of its non-linear business model, will endeavor to unlock value by broadening the investor base of its ventures.

During the previous year, in terms of the compliance of FMC Equity Structure Guidelines dated July 29, 2009, the Company offered under "offer for sale", in initial public offer of equity by Multi Commodity Exchange of India Limited (MCX), part of its investments aggregating 2,643,916 equity shares of Rs. 10/- each of MCX at a price of Rs. 1,032 per equity share of Rs. 10/- each. The resultant profit of Rs. 24,982.12 lacs (net of directly attributable expenses of Rs. 2,091.58 lacs) is grouped under ÂProfit on sale of Investments'' in Other Income (Refer Note 22). Subsequent to disinvestments, the Company is holding 26% in the equity share capital of MCX.

7. During the previous year, two of the Company''s subsidiaries reduced their share capital by Rs. 13,403.94 lacs against their accumulated losses, as sanctioned by the Hon''ble High Court of Judicature at Bombay. Accordingly, net resultant loss of Rs. 7,921.54 lacs (net of provision for other than temporary diminution) was charged to the statement of profit and loss and shown under "Loss on sale/redemption/reduction in shares in subsidiary companies (net)".

8. The Company holds 27,165,000 Equity Shares of Rs. 1/- each in MCX Stock Exchange Limited (MCX-SX). As per the approval received from SEBI to MCX-SX, the Company''s equity holding alongwith MCX shall not exceed 5% of the total paid up equity capital of MCX-SX. Considering the time available to adhere to the direction of SEBI as communicated by MCX-SX, the Company has classified such investments under Current Investments at this point of time till both the entities together reduce the percentage of holding to 5% in MCX-SX. The Company intends to hold the remaining shares of MCX-SX after bringing down the shareholding in MCX-SX to 5% put together with MCX, on a long term basis and accordingly the said Investments will be reclassified under Non-Current Investments.

9. RELATED PARTY DISCLOSURE:

I. Names of related parties and nature of relationship:

(i) Entities where control exists (Subsidiaries, including step down subsidiaries)

1. TickerPlant Ltd. (TickerPlant)

2. IBS Forex Ltd. (IBS)

3. atom Technologies Ltd. (atom)

4. Riskraft Consulting Ltd. (Riskraft)

5. National Spot Exchange Ltd. (NSEL)

6. Western Ghats Agro Growers Company Limited (subsidiary of NSEL) (w.e.f. September 5, 2012) (WGAGL)

7. Farmer Agricultural Integrated Development Alliance Ltd. (subsidiary of NSEL) (w.e.f. August 1, 2012) (FAIDA)

8. National Bulk Handling Corporation Ltd. (NBHC)

9. FT Group Investments Pvt. Ltd. (FTGIPL)

10. Financial Technologies Middle East- DMCC (FTME) (Subsidiary of FTGIPL w.e.f. March 25, 2012; formerly direct subsidiary of the Company)

11. Global Board of Trade Ltd. (GBOT) (Subsidiary of FTGIPL w.e.f. March 19, 2012; formerly direct subsidiary of the Company)

12. GBOT Clear Limited (GBOT CL) (subsidiary of GBOT) (w.e.f. February 14, 2013)

13. Knowledge Assets Pvt. Ltd. (KAPL)

14. Financial Technologies Communications Ltd. (FTCL)

15. Global Payment Networks Ltd. (GPNL)

16. FT Knowledge Management Company Ltd. (FTKMCL)

17. Indian Bullion Market Association Ltd. (Subsidiary of NSEL)

18. Trans-Global Credit & Finance Ltd. (TGCFL)

19. Capricorn Fin-Tech (Pvt). Ltd. (Subsidiary of FTME)

20. Bourse Africa Ltd. (BAL) (Subsidiary of FTGIPL)

21. Boursa India Ltd. (BIL)

22. ICX Platform (Pty) Ltd. (ICX)

23. Credit Market Services Ltd. (CMSL)

24. Takshashila Academia of Economic Research Ltd. (TAER)

25. Apian Finance and Investments Ltd. (Apian)

26. Bahrain Financial Exchange BSC (c) (BFX) (Subsidiary of FTGIPL)

27. Financial Technologies Singapore Pte Ltd. (FTSPL)

28. Singapore Mercantile Exchange PTE Ltd. (SMX) (Subsidiary of FTSPL)

29. Singapore Mercantile Exchange Clearing Corporation PTE Ltd. (SMX-CCL) (Subsidiary of SMX)

30. BFX Clearing & Depository Corporation BSC(c) (Subsidiary of BFX)

31. FT Projects Ltd.

32. Financial Technologies Projects Pvt. Ltd.

33. ICX Africa Ltd. (subsidiary of BAL) (w.e.f. July 26, 2011)

34. Bourse Exchange Nigeria Ltd. (Subsidiary of BAL)

35. Bourse Africa (Kenya) Ltd. (Subsidiary of BAL)

36. Bourse Uganda Ltd. (Subsidiary of BAL)

37. Bourse Zambia Ltd. (Subsidiary of BAL)

38. Bourse Tanzania Ltd. (Subsidiary of BAL)

39. Bourse South Africa Limited (Subsidiary of BAL) (w.e.f. October 19, 2012)

(ii) Associate Companies:

1. Multi Commodity Exchange of India Ltd. (MCX)

2. MCX Stock Exchange Clearing Corporation Ltd. (MCX-SX CCL)

3. Indian Energy Exchange Ltd. (IEX)

4. SME Exchange of India Ltd. (SME) (w.e.f. Sept. 26, 2011)

(iii) Joint Venture Companies:

1. Dubai Gold and Commodities Exchange (DGCX)

(iv) Key Management Personnel

1. Mr. Jignesh Shah : Chairman and Managing director

2. Mr. Dewang Neralla : Whole time director

3. Mr. Manjay Shah* : Whole time director *Appointed as wholetime director w,e.f. April 01, 2012

(v) Relative of the Key Management Personnel where transactions have taken place

Mr. Manjay Shah

(vi) Entity over which Key management personnel is able to exercise significant influence

La-fin Financial Services Pvt. Ltd. (La-fin)

10. STOCK BASED COMPENSATION

(a) During the financial year 2011-12, Remuneration and Compensation Committee ("Committee") of the Company had granted 900,000 Stock Options ("Options") each under the Employee Stock Option Scheme Â 2009 & 2010 totalling to 1,800,000 options at a price of Rs. 770/- to the eligible employees/Directors of the Company ("Employees") in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time and as approved by the Shareholders at the Annual General Meetings of the Compnay held on 25th September 2009 & 29th September 2010 respectively.

During the year under review, Remuneration and Compensation Committee ("Committee") of the Company at their meeting held on March 05, 2013 has considered and approved the grant from reissue of lapsed/cancelled options of 186,630 Stock Options ("Options") under the Employee Stock Option Schemes ("scheme") of which 74,350 options are granted under scheme-2009 and 112,280 options under scheme-2010 at a price of Rs. 807.70 to the eligible employees/Directors of the Company ("Employees") in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time.

11. EMPLOYEE BENEFIT PLANS:

Defined contribution plans: Amounts recognised as expenses towards contributions to provident fund, employee state insurance corporation and other funds by the Company are Rs. 294.33 lacs (Previous Year Rs. 265.30 lacs). Contribution to PF: Rs. 290.52 Lacs (Previous Year Rs. 261.62 Lacs) Contribution to ESIC: Rs. 3.81 Lacs (Previous Year Rs. 3.68 Lacs)

Post employment defined benefit plans:

Gratuity Plan: The Company makes annual contributions to the Employee''s Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India (ÂLIC''), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

The following table sets out the status of the gratuity plan as required under AS -15 (Revised):

12. JOINT VENTURE DISCLOSURE:

(a) Jointly Controlled Entity (''JCE'') of the Company:

Name of the Entity : Dubai Gold and Commodities Exchange DMCC (ÂDGCX'')

Country of Incorporation : United Arab Emirates

% Holding : 18.58% (Previous Year 18.58%)

(b) Company''s share of interest in the assets, liabilities, income, expenses,contingent liabilities and commitments with respect to JCE as at and for the year ended March 31, 2013:

The amounts are translated at the year end rate for assets and liabilities and average rate for income and expenses for DGCX.

13. REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND

The Company has paid dividend, during the year, in respect of shares held by non-resident shareholders including Foreign Institutional Investors and GDR custodian. The total amount remitted as stated below represents amount paid into Indian bank as per mandate/direction given by the non resident shareholders. Consequently, the exact amount of dividend remitted in foreign currency cannot be ascertained.

14. As per Regulatory requirement under Central Electricity Regulatory commission (Power Market) Regulations 2010, the Company needs to reduce its holding in an associate company viz. Indian Energy Exchange Limited (IEX) to 25% on or before 20th January 2014 and accordingly holding in excess of 25% of the share capital of IEX i.e. 8.49% is shown under current investment.

15. Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

Mar 31, 2012

1. GENERAL INFORMATION:

The Financial Technologies group is among the global leaders in offering technology IP (Intellectual Property) and domain expertise to create and trade on next-generation financial markets, that are transparent, efficient and liquid, across all asset classes including equities, commodities, currencies and bonds among others. The group is pioneer in end to end Straight Through Processing (STP) solution that support high density transactions. It has developed proprietary technology platform benchmarked against global standard which give it a decisive edge in driving mass disruptive innovation at the speed and cost of execution unmatched in the financial market industry

The Financial Technologies group operates one of the world's largest network of 9 exchanges connecting fast-growing economies of Africa, Middle East, India and South East Asia. The group also has five ecosystem ventures to address upstream and downstream opportunities around exchanges, including clearing, depository, information vending, and payment gateway among others.

(Rs. lacs)

2. CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR) Current Year Previous Year

A) Contingent liabilities:

1. Taxes in dispute:

(a) Income tax demands against which the Company is in appeal (including adjustable 2,663.06 2,348.54 against Securities Premium accounts 1,941.03 lacs (Previous Year Rs. 1,941.03 lacs).

(b) MVAT, Service tax and excise dues contested by the Company. The Company is 515.17 475.09 nopefulofpositiveoutcome. 3. Guarantees given to third parties by the Company on behalf of its subsidiary companies. 66,657.97 75,377.25

4. In an earlier year, the Company adopted the option offered by the notification of the Companies (Accounting Standards) Amendment Rules 2006 which amended Accounting Standard 11 The Effects of Changes in Foreign Exchange Rates for the period upto31 March, 2011 .During the year, Ministry of Corporate Affairs, Government of India, has issued notification dated 29th December, 2011 amending the aforesaid rules in 'espect of the exchange differences (effective from 1 April, 2011) on reporting of long term foreign currency monetary items, by allowing the treatment described in accounting policy I of Note No. 2 over the life of the long term monetary item which hitherto was permitted uptc 31 March,2011.

Pursuant to the aforesaid notifications, (1) cumulative foreign exchange loss (net) of Rs. 3,267.22 lacs (Previous Year Rs. 519.00 lacs) has been adjusted to the cost of the fixed assets/capital work-in-progress and (2) Rs.9,863.35 lacs has been debited (Previous Year credit of Rs. 268.62 lacs) to the Foreign Currency Monetary I tern Translation Difference Account during the year [una mortised balance at the year end is Rs. 4,224.67 lacs (PreviousYearW Nil)].

Exchange difference loss (net) included in capital work-in progress Rs. Nil (Previous YearW 52.04 lacs) and Fixed Assets Rs. 2,748.22 lacs (Previous Year Rs.466.96 lacs) during the year pursuant to amended Accounting Standard 11 "The Effects of changes in Foreign Exchange Rates".

5. Exceptional item for the year ended 31st March, 2011, represents the amount paid by the Company to the Purchaser under the price reset clause consisting of Rs. 1 7,968.75 lacs towards price resetandRS.2,947.75 acs towards interest in accordance with the Agreement of sale for invest men ts of 71,875,000 equity shares of Rs. 1 each for an aggregate consideration ofRs. 25,156.25 lacs in an earlier year. Consequently, the tax provision of Rs. 7,109.52 lacs was also written back."

6. SEGMENT REPORTING

The Company has presented segmental information in its consolidated financial statements, which are presented in the same annual report. Accordingly, in terms of the provisions of Accounting Standard (AS 1 7)"Segment Reporting", no disclosures related to segments are presented in its stand-alone financial statements.

7. REVENUE EXPENDITURE INCURRED DURINGTHEYEAR ON RESEARCH AND DEVELOPMENT

The aggregate amount of revenue expenditure incurred during the year on Research and Development and shown in the respective heads of theaccountisW 1,289.82 lacs(PreviousYearW 1,087.04lacs).

8. ZERO COUPON CONVERTIBLE BONDS ('ZCCBS')

A) During the year ended 31st March, 201 2, the Company has repaid Zero Coupon Convertible Bonds aggregating USD 1 33.16 million (including premium on redemption, net of with holding tax thereon), equivalent to Rs.70,51 9.11 lacs as at the date of repayment.

9. As at 31 March, 2012, the Company s investments in certain subsidiaries and a joint venture com pa ny aggregating^Rs. 48,045.31 lacs (Previous Year Rs. 95,753.12 lacs) and debts and other recoverable aggregating Rs. 26,403.73 lacs (Previous Year RS. 9,178.51 lacs), which presently have accumulated osses, [share of aggregate losses til 31st March, 2012 Rs. 46,207.56 lacs (Previous year Rs. 36,26745 lacs)] but a re expected to be recovered, and have their values unlocked in the near future, since these companies are already at various stages of executing their business plans and operations, with expected profitability. Accordingly^ provision for other than temporary diminution in the value of investments ofRs. 1,73 7.26 lacs (Previous YearRS. 8,900.26 lacs) as at the year end 31st Ma rch,2012 is considered to be adequate. During the year an amount of Rs. 7,163.00 lacs has been adjusted against the" Loss on sale/ redemption / reduction in shares in subsidiary companies (net)". (Refer note 27)

10. The Company, as a part of its core business strategy, promotes and invests in new ventures that utilise its technological capabilities and domain expertise towards creating world class enterprises.The investment in each such venture is assessed for its risks and is limited to a ore-determined level and will generate returns after the ventures start ramping-up operations in varied time frame depending upon the ineof business.The Company, as part of its non-linear business model, will endeavor to unlock value by broadening the investor base of its ventures.

During the year, in terms of the compliance of FMC Equity Structure Guidelines dated 29th July, 2009, the Company offered under'offer for sale", in intial public offer of equity by Multi Commodities Exchange of India Limited (MCX), part of its investments aggregating 2,643,916 equity shares of Rs. 10/-each ofMCXata price of Rs. 1,032 per equity share of Rs. 10/-each.The resultant profit of Rs. 24,982.1 2 lacs (net of directly attributable expenses of Rs. 2,091.58 lacs) is grouped under'Profit on sale of Investments'in Other Income (Refer Note 22). Subsequent to disinvestments, the Company is holding 26% in the equity share capital of MCX.

During the previous year, the Company sold partial investment held in another group com pany.The resultant profit of Rs. 1,91 2.96 lacs (net of directly attributable brokerage expenses of Rs. 47.35 lacs) is grouped under'Profit on sale of Investments'in Other Income (Refer Note 22).

11. During the year, two of the Company's subsidiaries reduced their share capital by Rs. 13,403.94 lacs against their accumulated losses, as sanctioned by the Hon'ble High Court of Judicature at Bombay. Accordingly, net resultant loss of Rs. 7,921.54 lacs (net of provision held for other than temporary diminution) is charged to the statement of profit and loss and shown under'Losson sale/redemption/reduction in shares in subsidiary companies (net)". (Refer note 27)

12. Consequent to capital reduction and issue of warrants to the Company against its holding of equity shares of face value of 5,624.60 lacs in MCX Stock Exchange Limited (MCX-SX), in compliance with a Court sanctioned scheme in March, 2010, the Company, based on independent legal / tax counsel's opinion continues with its stand of no tax liability arising consequent to the same and therefore no tax liability has been determined or recognized in thefinancial statements.

The Company has investments in equity shares and warrants of MCX-SX aggregating to Rs. 5,896.25 lacs. During the year, MCX-SX has started generating revenue from its existing segment i.e. Currency Derivatives. MCX-SX is awaiting the remaining segment approval i.e. of interest rate derivatives, equity, futures and options on equity and wholesale debt segments from SEBI. Hence, these investments are, in the opinion of the management, considered to be good and valuable, and not due for any of provisioning.

13. RELATED PARTY DISCLOSURE:

I. Names of related parties and nature of relationship:

i) Entities where control exists (Subsidiaries, including step down subsidiaries)

1. TickerPlant Ltd. (TickerPlant)

2. BS Forex Ltd. (IBS)

3. atomTechnologiesLtd.(atom)

4. RiskraftConsulting Ltd. (Riskraft)

5. National Spot Exchange Ltd. (NSEL)

6. National Bulk Handling Corporation Ltd.(NBHC)

7. FTGroup Investments Pvt. Ltd. (FTGIPL)

8. Financial Technologies Middle East-DMCC(FTME) (Subsidiary of FTGIPL w.e.f. 25th March, 201 2; formerly subsidiary of the Company)

9. Global Boa rdofTrade Ltd. (GBOT) (Subsidiary of FTGIPL w.e.f. 19 March, 2012; formerly subsidiary of the Company)

10. Knowledge Assets Pvt. Ltd. (KAPL)

11. FinancialTechnologiesCommunications Ltd.(FTCL)

12. Global Payment Networks Ltd. (GPNL)

13. FT Knowledge Management Company Ltd. (FTKMCL)

14. Indian Bullion Market Association Ltd.(Subsidiaryof NSEL)

15. Trans-GlobalCredit&FinanceLtd. (TGCFL)

16. Capricorn Fin-Tech (Pvt). Ltd.(Subsidiaryof FTME)

17. BourseAfrica Ltd. (BAL) (Subsidiary of FTGIPL)

18. Boursalndia Ltd.(BIL)

19. ICX Platform (Pty) Ltd. (ICX)

20. Credit Market Services Ltd. (CMSL)

21. Takshashila Academia of Economic Research Ltd.(TAER)(Takshashila)

22. Apian Finance and Investments Ltd. (Apian)

23. Bahrain Financial Exchange BSC(c)(BFX) (Subsidiaryof FTGIPL)

24. Financial Technologies SingaporePte Ltd. (FTSPL)

25. Si ngapore Mercantile Exchange PTE Ltd. (SMX) (Subsidiary of FTSPL)

26. Singapore Mercantile ExchangeClearing Corporation PTE Ltd. (SMX-CCL) (Subsidiary of SMX)

27. BFXCIearing&DepositoryCorporation BSCÃÂ© (Subsidiaryof BFX)

28. FT Projects Ltd. (w.e.f. 18 May,2010)

29. FinancialTechnologies Projects Pvt. Ltd. (w.e.f 23rd April,2010)

30. CX Africa Ltd. (subsidiaryof BAL) (w.e.f 26 July,2011J

31. Bourse Exchange Nigeria Ltd. (Subsidiary of BAL)

32. BourseAfrica (Kenya) Ltd.(Subsidiaryof BAL)

33. BourseUganda Ltd. (Subsidiary of BAL)

34. BourseZambia Ltd.(Subsidiaryof BAL)

35. BourseTanzania Ltd. (Subsidiary of BAL)

ii) AssociateCompanies:

1. Multi Commodity Exchange of India Ltd. (MCX)

2. MCX-StockExchangeClearingCorporation Ltd.(MCX-SXCCL)

3. Indian EnergyExchangeLtd.(IEX)

4. SMEExchangeof India Ltd.(SME)(w.e.f 26 Sept.,2011)

iii) JointVentureCompanies:

1. Dubai Gold and Commodities Exchange (DGCX)- Jointly control led in which Company ho Ids 18.60% Share Capita I.

iv) Key Management Personne

1. Mr.JigneshShah : Chairman and Managing director

2. Mr.Dewang Neralla : Wholetimedirector

v) Relative ofthe Key Management Personnel where transactions have taken place

Mr. ManjayShah : Director-Business Development*

* Non-board member

vi) Entity over which key management personnel is able to exercise significant influence _a-fin Financial Services Pvt. Ltd. (La-fin)

14. STOCK BASED COMPENSATION:

a) Du ring the year, Remuneration and Compensation Committee ( Committee ) or the Company at their meeting held on 14 March, 2012 nas considered and approved the grant of 900,000 Stock Options ("Options") each under the Employee Stock Option Scheme-2009 & 2010 totalling to 1,800,000 options at a price of Rs. 770/- to the eligible employees / Directors of the Company and its Subsidiaries ("Employees") in terms of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time and as approved by the Shareholders at the Annual General Meetings of the Company held on 25 September, 2009 & 29 th September,2010 respectively.

15. EMPLOYEE BENEFIT PLANS:

Defined contribution plans: Amounts recognised as expenses towards contributions to provident fund, employee state insurance cor po ration and other funds by the Company are W 265.30 lacs (Previous Year Rs. 281.61 lacs).

Post employment defined benefit plans:

Gratuity Plan: The Company makes annual contributions to the Employee's Group Gratuity Assurance Scheme administered by the Life nsurance Corporation of India ('LIC'),a funded defined benefit plan for qualifying employees.The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary oayablefor each completed year of serviceor part thereof in excess of six months.Vesting occurs on completion of five years of service.

16. JOINT VENTURE DISCLOSURE:

a. Jointly Controlled Entity ('JCE') of the Company :

Name of the Entity : Dubai Gold and Commodities Exchange DMCC ('DGCX')

Country of Incorporation : United Arab Emirates

% Holding : 18.60% (Previous Year 18.60%)

b. Company's share of interest in the assets, liabilities, income and expenses and contingent liabilities and commitments with 'espect to JCE on the basis of unaudited financial statements of the JCE as at and for the year ended 31st March, 2012:

17. REMITTANCE IN FOREIGN CURRENCYON ACCOUNTOF DIVIDEND:

The Company has paid dividend, during the year, in respect of shares held by non-resident shareholders including Foreign Institutiona nvestors and GDR custodian. The total amount remitted as stated below represents amount paid into Indian bank as per mandate / direction given by the non resident shareholders. Consequently, the exact amount of dividend remitted in foreign currency cannot be ascertained.

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

Mar 31, 2011

(Amount in Rupees)

Current Year Previous Year

1. Contingent liabilities not provided for in respect of:

a) Guarantees given to third parties by the Company on behalf of its subsidiary 7,537,725,000 280,936,640 companies.

b) Income tax demands against which the Company is in appeal (including adjustable 234,854,107 260,382,158 against Securities Premium account Rs 194,103,143 (Previous Year Rs 194,103,143)).

c) MVAT, Service tax and excise dues contested by the Company. The Company is 47,509,482 15,306,962 hopeful of positive outcome.

ii) The Company has also paid sitting fees of Rs 470,000 (Previous Year: Rs 290,000) to its non executive directors during the year.

2. Consequent to capital reduction and issue of warrants to the Company against its holding of equity shares of face value of Rs 562,460,000 in MCX Stock Exchange Limited (MCX-SX), in compliance with a Court sanctioned scheme in March, 2010, the Company, based on independent legal/tax counsel's opinion continues with its stand of no tax liability arising consequent to the same and therefore no tax liability has been determined or recognized in the financial statements.

The Company has investments aggregating Rs 589,625,000 in equity shares and warrants of MCX-SX. At the close of the year, although the commercially viable business of MCX-SX is yet to commence and profitability yet to be achieved, MCX-SX has a positive Net Worth. The Company believes that the business of MCX-SX would be profitable when it receives SEBI's permission for its proposed activities of dealing in interest rate derivatives, equity, futures and options on equity and wholesale debt segments and all other segments which is pending. These investments are, in the opinion of the management, considered to be good and valuable, and not due for any provisioning.

3. Stock based compensation:

Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs 2 each. The intrinsic value of each option is nil, since the options were granted at the market price of the shares existing on the date of grant. The options have vesting periods as stated above in accordance with the vesting schedule as per the said plan and have an exercise period of three to twenty four months from the respective vesting dates subject to the maximum period of five (5) years from the date of grant of options i.e. upto October 30, 2010.

4. The Company is engaged in development of computer software. The additional information pursuant to the provisions of paragraphs 3, 4C, 4D of Part II of Schedule VI to the Companies Act, 1956 is as under (to the extent applicable)

c) In view of exemption vide notification no S.O.301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs quantitative information relating to traded goods is not disclosed.

5. Segment Reporting

The Company has presented segmental information in its consolidated financial statements, which are presented in the same annual report. Accordingly, in terms of the provisions of Accounting Standard (AS 17) "Segment Reporting", no disclosures related to segments are presented in its stand-alone financial statements.

6. Related Party Disclosure

I. Names of related parties and nature of relationship:

i) Entities where control exists (Subsidiaries, including step down subsidiaries)

1. TickerPlant Limited (TickerPlant)

2. IBS Forex Limited (IBS)

3. atom Technologies Limited (atom)

4. Riskraft Consulting Limited (Riskraft)

5. National Spot Exchange Limited (NSEL)

6. National Bulk Handling Corporation Limited (NBHC)

7. Financial Technologies Middle East-DMCC (FTME)

8. Global Board of Trade Ltd. (GBOT)

9. Singapore Mercantile Exchange PTE Ltd. (SMX) (Subsidiary of FTSPL)

10. Knowledge Assets Pvt. Ltd. (KAPL)

11. FT Group Investments Pvt. Ltd. (FTGIPL)

12. Financial Technologies Communications Ltd. (FTCL)

13. Global Payment Networks Ltd. (GPNL)

14. FT Knowledge Management Company Ltd. (FTKMCL)

15. Indian Bullion Market Association Ltd. (Subsidiary of NSEL)

16. Trans-Global Credit & Finance Ltd. (TGCFL)

17. Singapore Mercantile Exchange Clearing Corporation PTE Ltd. (Subsidiary of SMX) (SMX-CCL)

18. Capricorn Fin-Tech (Pvt). Ltd. (Subsidiary of FTME)

19. Bourse Africa Limited (Subsidiary of FTGIPL)

20. Boursa India Ltd.

21. ICX Platform (Pty) Limited

22. Credit Market Services Ltd. (CMSL)

23. Takshashila Academia of Economic Research Ltd. (TAER) (Takshashila)

24. Apian Finance and Investments Limited

25. Bahrain Financial Exchange BSC (c) (BFX) (Subsidiary of FTGIPL)

26. Financial Technologies Singapore Pte Ltd. (FTSPL) (w.e.f. April 15, 2009)

27. BFX Clearing & Depository Corporation BSC (c) (Subsidiary of BFX) (w.e.f. March 29, 2010)

28. FT Projects Limited (w.e.f. May 18, 2010)

29. Financial Technologies Projects Private Limited (w.e.f April 23, 2010)

ii) Associate Companies

1. Multi Commodity Exchange of India Limited (MCX)

2. MCX-Stock Exchange Clearing Corporation Ltd. (MCXSX-CCL)

3. Indian Energy Exchange Ltd. (IEX)

4. MCX Stock Exchange Limited (upto March 18, 2010) (MCX-SX)

iii) Joint Venture Companies

1. Dubai Gold and Commodities Exchange (DGCX) Ã Jointly controlled in which Company holds 18.60% Share Capital.

iv) Key Management Personnel

1. Mr. Jignesh Shah : Chairman and Managing Director

2. Mr. Dewang Neralla : Whole-time Director

v) Relative of the Key Management Personnel where transactions have taken place

Mr. Manjay Shah : Director - Business Development

vi) Entity over which key management personnel is able to exercise significant influence La-fin Financial Services Private Ltd. (La-fin).

7. The Company, as a part of its core business strategy, promotes and invests in new ventures that utilise its technological capabilities and domain expertise towards creating world class enterprises. The investment in each such venture is assessed for its risks and is limited to a pre-determined level and will generate returns after the ventures start ramping-up operations in about 2 to 4 years time frame. The Company, as part of its non-linear business model, will continue to unlock value by broadening the investor base of its ventures.

During the year, the Company sold partial investment held in a group company. The resultant profit of Rs 191,296,078 (Previous Year 2,368,281,250) [net of directly attributable brokerage expenses of Rs 4,734,688 (Previous Year Rs 75,468,750)] is grouped under 'Profit on sale of Investments' in Other Income' (Schedule 12).

8. During the year ended March 31, 2010, the Company had sold 71,875,000 equity shares of Re 1 each in MCX Stock Exchange Limited (an unlisted entity) for an aggregate consideration of Rs 2,515,625,000 to a Financial Institution ('Purchaser'). The said sale was subject to a price reset and interest. During the last quarter of the year, the Purchaser exercised its right and the Company accordingly paid an amount of Rs 1,796,875,000 as price reset and Rs 294,774,914 as interest which being an exceptional item has been accordingly disclosed. Consequently the tax provision of Rs 710,951,806 is written back.

9. In an earlier year, the Company adopted the option offered by the notification of the Companies (Accounting Standards) Amendment Rules 2006 which amended Accounting Standard 11 "The Effects of Changes in Foreign Exchange Rates".

Pursuant to the aforesaid notification, exchange differences relating to long term monetary items have been accounted for as described in Accounting policy I of Schedule 15-I.

Accordingly, (1) cumulative foreign exchange loss (net) of Rs 51,900,068 (Previous Year Rs 69,383,630) has been adjusted to the cost of the fixed assets/capital work-in-progress and (2) Rs 26,861,438 has been credited (Previous Year Rs 364,301,775) to the Foreign Currency Monetary Item Translation Difference Account during the year [unamortized balance at the year end is Rs Nil (Previous Year credit Rs 52,086,836)].

10. a) The holders of Zero Coupon Convertible Bonds due 2011 ('ZCCBs') have an option to convert the ZCCBs into equity shares at any time on and after January 30, 2007 up to the close of business on December 14, 2011, at an initial conversion price of Rs 2362.68 per equity share at a fixed exchange rate on conversion of Rs 44.6738 to US$ 1, subject to certain adjustments as per the terms of the issue. Under certain conditions, the Company, on or after December 20, 2007 but not less than seven business days prior to December 21, 2011, has an option to mandatorily convert the ZCCBs into equity shares, in whole, but not in part. Further, under certain circumstances, the Company has the option to redeem the ZCCBs during their tenure at their Early Redemption Amount subject to RBI regulations. Unless previously converted or redeemed or purchased and cancelled, the Company will redeem them at 147.14 percent of their principal amount on December 21, 2011. As at balance sheet date 90,500 ZCCBs having face value of US$ 1,000 each outstanding have been disclosed in the Balance Sheet, as restated, as Unsecured Loan.

11.Employee benefit plans:

Defined contribution plans: Amounts recognized as expenses towards contributions to provident fund, employee state insurance corporation and other funds by the Company are Rs 31,367,098 (Previous Year Rs 34,048,682).

Post employment defined benefit plans:

Gratuity Plan: The Company makes annual contributions to the Employee's Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India ('LIC'), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

12. Loans and advances in the nature of loans (as required by clause 32 of the listing agreement with the stock exchanges)

13. Joint Venture Disclosure

a. Jointly Controlled Entity ('JCE') of the Company:

Name of the Entity : Dubai Gold and Commodities Exchange DMCC ('DGCX')

Country of Incorporation : United Arab Emirates

% Holding : 18.60% (Previous Year 18.60%)

b. Company's share of interest in the assets, liabilities, income and expenses with respect to JCE (each without elimination of the effects of transactions between the Company and the JCE) on the basis of unaudited financial statements of the JCE as at and for the year ended March 31, 2011:

14. Remittance in foreign currency on account of dividend:

The Company has paid dividend, during the year, in respect of shares held by non-resident shareholders including Foreign Institutional Investors and GDR custodian. The total amount remitted as stated below represents amount paid into Indian bank as per mandate/ direction given by the non resident shareholders. Consequently, the exact amount of dividend remitted in foreign currency cannot be ascertained.

15. The aggregate amount of revenue expenditure incurred during the year on Research and Development and shown in the respective heads of the account is Rs 108,704,313 (Previous Year Rs 105,532,436).

16. The Company's investments aggregating Rs 9,575,312,331 (Previous Year Rs 9,238,186,235) and debts and other recoverable aggregating Rs 917,851,261 (Previous Year Rs 1,194,866,520), as at March 31, 2011, in certain subsidiaries and a joint venture company, which presently have continuing losses [share of aggregate losses till March 31, 2011; Rs 3,626,745,370 (Previous Year Rs 2,519,229,714)], but are expected to be recovered, and have their values unlocked in the near future, since these companies are already at various stages of executing their business plans and operations, with expected profitability. Accordingly, a provision for other than temporary diminution of Rs 890,025,934 (Previous Year Rs 569,025,934) [including Rs 321,000,000 (Previous Year Rs Nil) made during the year] is considered to be adequate.

17. During the year, the Company proposed to divest part of its investments aggregating 2,643,916 (Previous Year 3,600,000) equity shares of Rs 10 (Previous Year Rs 5) each of Multi Commodities Exchange of India Limited (MCX) at a price at which MCX proposed to make a public issue. MCX has filed its Draft Red Herring Prospectus with Securities and Exchange Board of India. The investments in 2,643,916 (Previous Year 3,600,000) equity shares of Rs 10 (Previous Year Rs 5) each is disclosed by the Company under Current Investment.

18. Figures for the previous accounting year have been regrouped/rearranged wherever necessary to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

Mar 31, 2010

1. Contingent liabilities not provided for in respect of:

Curent Year Previous Year

(a) Guarantees given to third parties by the Company on behalf of its subsidiary 280,936,640 1,290,535,600 companies

(b) Income tax demands against which the Company is in appeal (including adjustable 260,382,1 58 253,569,185 against Securities Premium account Rs. 194,103,143/- (Previous year Rs. 194,103,143/-)

(c) Service tax and excise dues contested by the Company. The Company is hopeful of 15,306,962 8,303,968 positive outcome

2. During the year, a portion of the investments in equity shares of MCX Stock Exchange Limited (MCX-SX) held by the Company was cancelled pursuant to a Court approved Composite Scheme of Reduction cum Arrangement (the Scheme) between MCX-SX and its equity shareholders u/ss. 100-104 read with ss. 391-394 of the Companies Act, which was sanctioned by the Bombay High Court on 12th March, 2010 and registered with ROC on 19th March, 2010. The said reduction was done to comply with regulatory requirements applicable to MCX-SX viz., Securities Contracts (Regulation) (Manner of Increasing and Maintaining Public Shareholding in Recognized Stock Exchanges) Regulations, 2006 (MIMPS) restricting the holding of the Company, its associate and another party to 5% each in MCX-SX.

In terms of the Scheme, in as much as it relates to the Company:

1) Pursuant to the reduction, 562,460,000 equity shares of Re 1/- each (cost Rs. 562,460,000/-) held by the Company in MCX-SX were cancelled on 19,h March, 2010 for a consideration payable by MCX-SX to the Company aggregating Rs. 562,460,000/- (bemg the paid up value thereof). Accordingly, the pre-reduction holding by the Company of 589,625,000 equity shares of Re. 1/- each (total cost of investment Rs. 589,625,000/-), constituting 33.89% shareholding in MCX-SX, is reduced by 562,460,000 shares and as at 31th March, 2010, the Company holds 27,165,000 equity shares in MCX-SX at cost, constituting 5% interest in MCX-SX (as required as per MIMPS Regulation). In terms of the Scheme, the consideration receivable was adjusted against the non refundable interest free deposit to be paid by the Company towards warrants as stated herein below. Accordingly, no profit or loss is recognized on the reduction.

3) The Company was allotted 562,460,000 warrants by MCX-SX on 22"d March, 2010 against the aforementioned interest free deposit payable by the Company of Rs. 562,460,000/- pursuant to the arrangement (Refer Schedule 4). Each warrant entitles the holder to subscribe to one equity share of Re. 1/- each of MCX-SX at any time after six months from the date of issue of warrants. Upon exercise of this option, the proportionate deposit will be adjusted against the money payable in respect of equity shares to be issued and no further amount will be payable by the warrant holder for the equity shares against the exercise of warrants. The warrants are also freely transferable by endorsement and delivery. The warrants do not carry any voting or dividend rights. The Company cannot increase, at any point of time, their shareholding beyond permissible limits under MIMPS Regulations.

The Company has been advised by independent legal/tax counsels that there is no tax liability on such reduction and arrangement in terms of the sanctioned Scheme. On this basis, no tax liability has been determined or recognized in accounts.

4. Capital Work in Progress (Refer Schedule 3) includes amount aggregating Rs. 498,833,045/- (Previous year Rs. 474,596,833/-) towards purchase of agricultural lands. The original intention of the Company was, interalia, setting up of a Research and Development and other related centers. However, considering the time involved in completion of regulatory formalities / approvals to convert to the status of non-agricultural land, the Company has signed a memorandum of understanding to sell off the said land. As per terms of the said memorandum of understanding the Company has received Rs. 200,000,000/- as advance till balance sheet date which is included in Sundry Creditors (Refer Schedule 9). Pending such sale as at the balance sheet date the unused land continues to form part of Capital Work in Progress at lower of book value and net realizable value (Refer Schedule 3).

5. During the financial year 2007-08, the Company had allotted 1,662,811 equity shares of Rs. 21- each fully paid (based on seven GDRs representing one equity share) consequent to the issue of 11,639,677 Global Depository receipts (GDRs) aggregating USD 115 million equivalent to Rs. 4,522,725,000/-.

6. Stock based compensation:

Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs. II- each. The intrinsic value of each option is nil, since the options are granted at the market price of the shares existing on the date of grant. The options have vesting periods as stated above in accordance with the vesting schedule as per the said plan and have an exercise period of three to twenty four months (previous year three to twelve months) from the respective vesting dates.

During the previous year, Company, due to adverse stock market conditions and vis-a-vis Companys share price, on request of option holders, cancelled options granted under ESOP 2006 scheme.

The particulars of the options granted, lapsed and cancelled under aforementioned two schemes are as follows:

Lapsed options available for grant/re-issuance are: 20,685 (Previous year 20,685).

b. The Company has followed the intrinsic value-based method of accounting for stock option. Had the compensation cost of the Companys stock based compensation plan been determined using the fair value approach, the Companys net profit for the year would have been lower by Rs. 30,833,206/- (Previous year higher by Rs. 181,460,227/-) and earnings per share as reported would be higher as indicated below:

(v) To allow for the effects of early exercise, it is assumed that the employees would exercise the options after vesting date. (vi) Expected volatility is based on the historical volatility of the share prices over the period that is commensurate with the expected term of the option.

7. The tax effect of timing differences that have resulted in deferred tax assets / liabilities are given below:

8. The Company has entered into operating lease agreements for various premises ranging from 7 months to 36 months. The lease rentals recognized in the profit and loss account during the year and the future minimum lease payments under non cancellable operating lease are as follows:

9. The Company is engaged in development of computer software. The additional information pursuant to the provisions of paragraphs 3, AC, 4D of Part II of Schedule VI to the Companies Act, 1956 is as under (to the extent applicable)

10. Segment Reporting

The Company has presented segmental information in its consolidated financial statements, which are presented in the same annual report. Accordingly, in terms of the provisions of Accounting Standard (AS 17) "Segment Reporting", no disclosures related to segments are presented in its stand-alone financial statements.

11. Related Party information:

I. Names of related parties and nature of relationship:

(i)Entities where control exists (Subsidiaries, including step down subsidiaries)

1) Tickerplant Ltd. (Tickerplant)

2) IBS Forex Ltd. (IBS)

3) atom Technologies Ltd. (atom)

4) Riskraft Consulting Ltd. (Riskraft)

5) National Spot Exchange Limited (NSEL)

6) National Bulk Handling Corporation Ltd. (NBHC)

7) Financial Technologies Middle East- DMCC (FT ME)

8) Global Board of Trade Ltd. (GBOT)

9) Singapore Mercantile Exchange Pte Ltd. (SMX)

10) Knowledge Assets Pvt. Ltd. (KAPL)

11) FT Group Investments Pvt. Ltd. (FTGIPL)

12) Financial Technologies Communications Ltd. (FTCL)

13) Global Payment Networks Ltd. (GPNL)

14) FT Knowledge Management Company Ltd. (FTKMCL)

15) Indian Bullion Market Association Ltd. (subsidiary of NSEL)

16) Trans-Global Credit & Finance Ltd. (TGCFL)

17) Singapore Mercantile Exchange Clearing Corporation Pte Ltd. (Subsidiary of SMX) (SMX-CCL)

18) Financial Technologies Middle East FZ-LLC. (Subsidiary of FTME) (Deregistered/liquidated on 25th November, 2009 w.e.f. 28th February, 2009)

19) Capricorn Fin-Tech (Pvt). Ltd. (Subsidiary of FTME)

20) Bourse Africa Limited (Subsidiary of FTGIPL) (w.e.f. 15,h October, 2008)

21) Boursa India Ltd. (w.e.f. 16th February, 2009)

22) ICX Platform (Pty) Limited (w.e.f 7,h April, 2008)

23) Credit Market Services Ltd. (CMSL) (w.e.f. 23rd May, 2008)

24) Takshashila Academia of Economic Research Ltd. (TAER) (w.e.f 9,h June, 2008) (Takshashila)

25) Apian Finance and Investments Limited (w.e.f. 25,h April, 2008)

26) Grameen Pragati Foundation (Subsidiary of atom) (w.e.f. 25,h July, 2008) (up to 2"d February, 2009)

27) Bahrain Financial Exchange BSC (c) (BFX) (Subsidiary of FTME) (w.e.f. 18,h September, 2008)

28) Financial Technologies Singapore Pte Ltd. (w.e.f. 1 5,hApril, 2009)

29) BFX Clearing & Depository Corporation BSC(c) (Subsidiary of BFX) (w.e.f. 29,h March, 2010)

(ii) Associate Companies:

1) Multi Commodity Exchange of India Limited (MCX)

2) MCX-SX Clearing Corporation Ltd. (MCX-SX-CCL) (w.e.f. 7,h November, 2008)

3) Indian Energy Exchange Ltd. (IEX)

4) ACE Group (Audit Control and Expertise Global Ltd.)

5) MCX Stock Exchange Limited (w.e.f 8th September, 2008 to 18th March, 2010) (MCX-SX)

(iii) Joint Venture Companies:

1) Dubai Gold and Commodities Exchange (DGCX) - Jointly controlled in which Company holds 18.60% Share Capital

(iv) Key Management Personnel

1) Mr. JigneshShah : Chairman and Managing director

2) Mr. Dewang Neralla : Whole-time director

(v) Relative of the Key Management Personnel where transactions have taken place

Mr. Manjay Shah : Director-Business Development

(vi) Entity over which key management personnel is able to exercise significant influence.

La-fin Financial Services Private Limited (La-fin)

II. Transactions with subsidiaries, associates and joint venture entities:

14. The Company, as part of its core business strategy promotes and invests in new Exchange, Technology and Ecosystem ventures that utilize its technological capabilities and domain expertise towards creating world class enterprises. The investment in each such venture is assessed for its risks and is limited to a pre-determmed level and will generate returns after the ventures start rampmg-up operations in 2 to 4 years time frame. The Company, as part of its non-linear business model, will continue to unlock value by broadening the investor base of its ventures.

During the year, the Company sold partial investment held in a group company. The resultant profit of Rs. 2,368,281,250/- (Previous year 2,067,280,550/-) (net of directly attributable brokerage expenses of Rs. 75,468,750 (Previous Year Rs. 98,331,750/-)) is grouped under Profit on sale of Investments in Other Income (Schedule 12).

15. In the previous year, the Company adopted the option offered by the notification of the Companies (Accounting Standards) Amendment Rules 2006 which amended Accounting Standard 11 "The Effects of Changes in Foreign Exchange Rates".

Pursuant to the aforesaid notification, exchange differences relating to long term monetary items have been accounted for as described in Accounting policy I of Schedule 15-1.

Accordingly, cumulative foreign exchange loss (net) of (1) Rs. 69,383,630/- (Previous year Rs. 230,886,837/-) has been adjusted to the cost of the fixed assets / capital work-in-progress and (2) Rs. 364,301,775/- has been credited (Previous year debited Rs. 516,543,586/-) to the Foreign Currency Monetary Item Translation Difference Account (unamortized balance at the year end is credit Rs. 52,086,836 (Previous year debit Rs. 352,608,206/-)).

16. (a) The holders of Zero Coupon Convertible Bonds due 2011 (ZCCBs) have an option to convert the ZCCBs into equity shares at any time on and after 30,h January, 2007 up to the close of business on 14,h December, 2011, at an initial conversion price of Rs. 2362.68 per equity share at a fixed exchange rate on conversion of Rs. 44.6738 to USD 1, subject to certain adjustments as per the terms of the issue. Under certain conditions, the Company, on or after 20,h December, 2007 but not less than seven business days prior to 21s* December, 2011, has an option to mandatorily convert the ZCCBs into equity shares, in whole, but not in part. Further, under certain circumstances, the Company has the option to redeem the ZCCBs during their tenure at their Early Redemption Amount subject to RBI regulations. Unless previously converted or redeemed or purchased and cancelled, the Company will redeem them at 147.14 percent of their principal amount on 2f* December, 2011.

(b) During the previous year, the Company repurchased 9,500 ZCCBs of face value of USD 1,000 each as per Reserve Bank of India Circulars. The resultant gain (net of commission) on such repurchase of Rs. 115,340,252/- was included in Schedule-12 Other Income. Consequent upon such repurchase, 9,500 ZCCBs stood cancelled. As at balance sheet date 90,500 ZCCBs having face value of USD 1,000 each outstanding have been disclosed in the Balance Sheet, as restated, as Unsecured Loan.

(c ) The movement in provision for redemption premium payable on redemption of ZCCBs in accordance with Accounting Standard (AS-29) Provisions, Contingent Liabilities and Contingent Assets is as follows:

17. Employee benefit plans:

Defined contribution plans: Amounts recognized as expenses towards contributions to provident fund, employee state insurance corporation and other funds by the Company are Rs. 34,048,682/- (Previous Year Rs. 28,605,518/-).

Post employment defined benefit plans:

Gratuity Plan: The Company makes annual contributions to the Employees Group Gratuity Assurance Scheme administered by the Life Insurance Corporation of India (lIC), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service.

18. Loansand advances in the natureof loans(as required by dause32of the listingagreementwiththestockexchanges)

19. Earnings Per Share is calculated as follows:

20. Joint Venture Disclosure:

21. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below

22. Remittance in foreign currency on account of dividend:

The Company has paid dividend, during the year, in respect of shares held by non-resident shareholders including Foreign Institutional Investors and GDR custodian. The total amount remitted as stated below represents amount paid into Indian bank as per mandate/direction given by the non resident shareholders. Consequently, the exact amount of dividend remitted in foreign currency cannot be ascertained.

23. The aggregate amount of revenue expenditure incurred during the year on Research and Development and shown in the respective heads of the account is Rs. 105,532,436 (Previous year Rs. 120,741,352/-).

24. The Company has investments aggregating Rs. 9,238,186,235/- (Previous Year Rs. 4,385,674,551/-) in certain subsidiary companies and a joint venture company and loans and advances / debtors aggregating Rs. 286,620,649/- (previous year Rs. Nil) due from some of these entities. These entities have continuing losses (share of aggregate losses as at 31* March, 2010; Rs. 2,519,229,714/-, (Previous Year Rs. 1,210,751,139/-) including on account of expensing out start up costs and costs relating to research and development activities) against which a provision for other than temporary diminution of Rs. 569,026,000/- was made during the previous year.

These investments are held as long term strategic investments. These entities are at various stages of executing their business plans / commencing operations which is expected to result into profitability On an evaluation of the business plans for these entities, the said provision is considered adequate and no provision is considered necessary towards loans and advances and debts due. The Company expects that the value in these investments will be unlocked at appropriate times as mentioned in Note 14 above.

25. During the previous year, the Company proposed to divest part of its investments aggregating 3,600,000 equity shares of MCX at a price at which MCX proposed to make a public issue. MCX had also filed its Draft Red Herring Prospectus with Securities and Exchange Board of India in the earlier year. However, due to unfavorable conditions the issue has been postponed to a later date. The investments in 3,600,000 equity shares continue to be disclosed by the Company under Current Investment based on intention of holding.

26. Figures for the previous accounting year have been regrouped / rearranged wherever necessary to correspond with the figures of the current year and are disclosed in brackets. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year

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